What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-06 · 183 added, 82 removed, 400 unchanged (40% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Operations

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Research and development costs 6.9 7.0 20.0 20.1

Other expenses, net 2.1 1.4 4.0 2.7

Income from operations 32.1 41.6 63.3 94.4

Loss (recovery) due to misappropriation of assets, net ( 7.3 ) 60.7 ( 6.5 ) 60.7

Goodwill impairment 80.8 — 80.8 —

Other (income) expenses, net 1.4 ( 2.8 ) 4.6 ( 0.1 )

Income (loss) from operations ( 53.7 ) ( 15.3 ) 9.6 79.1

Interest and other financial expense, net 14.4 15.9 47.2 40.8

Income before earnings in affiliated companies and income taxes 13.0 29.4 30.5 69.5

Income tax expense 4.6 9.1 13.5 22.6

Income (loss) before earnings in affiliated companies and income taxes ( 68.1 ) ( 31.2 ) ( 37.6 ) 38.3

Income tax expense (benefit) ( 0.5 ) ( 10.8 ) 13.0 11.8

Earnings in affiliated companies, net of tax 0.5 0.2 1.6 0.5

Net income $ 9.0 $ 20.5 $ 18.1 $ 47.2

Net income (loss) $ ( 67.1 ) $ ( 20.2 ) $ ( 49.0 ) $ 27.0

Weighted-average shares outstanding (in thousands):

1 unchanged sentence

Diluted 56,249 58,738 56,663 58,942

Earnings per share:

Earnings (loss) per share:

Basic $ ( 1.20 ) $ ( 0.35 ) $ ( 0.87 ) $ 0.46

2 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(In millions)

Net income $ 9.0 $ 20.5 $ 18.1 $ 47.2

Other comprehensive loss, net of tax

Net income (loss) $ ( 67.1 ) $ ( 20.2 ) $ ( 49.0 ) $ 27.0

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments ( 1.1 ) 3.3 ( 1.1 ) ( 11.4 )

Net losses on derivatives ( 2.0 ) ( 1.2 ) ( 3.5 ) ( 1.7 )

Net gains (losses) on derivatives 0.8 ( 3.2 ) ( 2.7 ) ( 4.9 )

Defined benefit plans, net — — ( 0.2 ) 0.2

Other comprehensive loss ( 4.7 ) ( 9.4 ) ( 3.7 ) ( 16.2 )

Comprehensive income $ 4.3 $ 11.1 $ 14.4 $ 31.0

Other comprehensive income (loss) ( 0.3 ) 0.1 ( 4.0 ) ( 16.1 )

Comprehensive income (loss) $ ( 67.4 ) $ ( 20.1 ) $ ( 53.0 ) $ 10.9

See accompanying Notes to these Condensed Consolidated Financial Statements.

Condensed Consolidated Balance Sheets

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions, except share data)

42 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

(In millions)

3 unchanged sentences

Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 97.2 90.0

Goodwill impairment 80.8 —

Amortization of debt issuance costs 1.2 1.1

20 unchanged sentences

Repurchase of Common stock ( 24.8 ) ( 17.9 )

Net cash provided by financing activities 14.0 23.5

Decrease in cash, cash equivalents and restricted cash ( 3.3 ) ( 2.6 )

Net cash provided by (used in) financing activities ( 5.5 ) 119.3

Increase in cash, cash equivalents and restricted cash 5.1 14.4

Cash, cash equivalents and restricted cash at the beginning of the period 44.7 40.2

22 unchanged sentences

Balance at June 30, 2025 56,046,226 $ 85.3 $ ( 90.3 ) $ 73.5 $ 471.6 $ ( 73.6 ) $ 466.5

Net loss — — — — ( 67.1 ) — ( 67.1 )

Other comprehensive loss, net of tax — — — — — ( 0.3 ) ( 0.3 )

Dividends $ 0.02 per share — — — — ( 1.2 ) — ( 1.2 )

Stock based compensation — — — 3.7 — — 3.7

Issuance of stock under equity compensation plans 103,480 — — 0.2 — — 0.2

Balance at September 30, 2025 56,149,706 $ 85.3 $ ( 90.3 ) $ 77.4 $ 403.3 $ ( 73.9 ) $ 401.8

Balance at January 1, 2024 57,898,772 $ 85.3 $ ( 70.1 ) $ 85.6 $ 417.6 $ ( 39.9 ) $ 478.5

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Balance at June 30, 2024 58,356,621 $ 85.3 $ ( 62.7 ) $ 76.2 $ 461.2 $ ( 56.1 ) $ 503.9

Net loss — — — — ( 20.2 ) — ( 20.2 )

Other comprehensive income, net of tax — — — — — 0.1 0.1

Dividends $ 0.02 per share — — — — ( 1.2 ) — ( 1.2 )

Repurchases of Common stock ( 636,402 ) — ( 11.1 ) — — — ( 11.1 )

Stock based compensation — — — 4.8 — — 4.8

Balance at September 30, 2024 57,720,219 $ 85.3 $ ( 73.8 ) $ 81.0 $ 439.8 $ ( 56.0 ) $ 476.3

See accompanying Notes to these Condensed Consolidated Financial Statements.

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Financial Information by Segment

Subsequent Events

Notes to the Condensed Consolidated Financial Statements—(continued)

Organization, Description of the Business and Summary of Significant Accounting Policies

Orion S.A.’s unaudited Condensed Consolidated Financial Statements include Orion S.A.

Orion S.A.’s unaudited condensed consolidated financial statements (the “Condensed Consolidated Financial Statements”) include Orion S.A.

and its subsidiaries (“Orion” or the “Company”).

1 unchanged sentence

Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements.

These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report in Form 10-K for the year ended December 31, 2024.

These financial statements should be read in conjunction with the consolidated financial statements (the “Consolidated Financial Statements”) included in our Annual Report on Form 10-K for the year ended December 31, 2024.

The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of our results for the interim periods presented.

3 unchanged sentences

Summary of Significant Accounting Policies —Accounting Standards Adopted

Income Taxes —In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures .

Income Taxes —In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No.

2025-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (“ASU 2025-09”).

This guidance requires companies to disclose certain specific categories in the rate reconciliation and provide additional information for reconciling items that meet the quantitative threshold of 5% of the expected tax using the applicable statutory income tax rate.

2 unchanged sentences

We adopted this on January 1, 2025.

The adoption of this ASU did not materially impact our Consolidated Financial Statements, however, will require additional disclosures in our Annual Report in Form 10-K for the year ended December 31, 2025.

The adoption of this ASU 2025-09 did not materially impact our Consolidated Financial Statements, however, will require additional disclosures in our Annual Report on Form 10-K for the year ended December 31, 2025.

Summary of Significant Accounting Policies —Accounting Standards Not Yet Adopted

Consolidated Statements of Operations— In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, and in January 2025, ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-4 0) and Clarifying the Effective Date, respectively.

This ASU requires public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items.

This ASU does not change the expense captions an entity presents in the face of its Consolidated Statements of Operations.

Intangible Assets— In September 2025, the FASB issued Accounting Standards Update No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

This ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming.

Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

In evaluating whether it is probable the project will be completed, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software.

The new guidance will be effective for all entities for annual periods beginning after December 15, 2027.

The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis.

We are currently assessing the impact of adopting the new guidance in our Consolidated Financial Statements.

Consolidated Statements of Operations— In November 2024, the FASB issued Accounting Standards Update No.

2024-03, and in January 2025, ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”) and Clarifying the Effective Date (“ASU 2024-01”) , respectively.

These ASUs require public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items.

These ASUs do not change the expense captions an entity presents in the face of its Consolidated Statements of Operations.

Rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the Consolidated Financial Statements.

This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.

These ASUs are effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We believe, the adoption of this ASU will not materially impact our Consolidated Financial Statements, however, will require additional disclosures in the footnotes to the Consolidated Financial Statements.

We believe the adoption of these ASUs will not materially impact our Consolidated Financial Statements, however, will require additional disclosures in the footnotes to the Consolidated Financial Statements.

Notes to the Condensed Consolidated Financial Statements—(continued)

Accounts Receivable

Accounts receivable, net of allowance for credit losses, are as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

2 unchanged sentences

Accounts receivable, net $ 265.1 $ 211.9

Accounts Receivable Factoring Facilities ― For the three months ended June 30, 2025 and 2024 the gross amount of receivables sold were $ 125.7 million and $ 110.8 million, respectively.

For the six months ended June 30, 2025 and 2024 the gross amount of receivables sold were $ 228.2 million and $ 218.4 million, respectively.

In the Condensed Consolidated Statements of Operations, the loss on receivables sold is reflected in Other expenses, net.

For the three months ended June 30, 2025 and 2024 the loss on receivables sold was approximately $ 1.4 million and $ 1.3 million, respectively.

For the six months ended June 30, 2025 and 2024 the loss on receivables sold was approximately $ 2.6 million and $ 2.4 million, respectively.

Notes to the Condensed Consolidated Financial Statements—(continued)

Accounts Receivable Factoring Facilities ― For the three months ended September 30, 2025 and 2024 the gross amount of receivables sold were $ 103.7 million and $ 104.7 million, respectively.

For the nine months ended September 30, 2025 and 2024 the gross amount of receivables sold were $ 331.9 million and $ 323.1 million, respectively.

For the three months ended September 30, 2025 and 2024 the loss on receivables sold was approximately $ 1.2 million and $ 1.3 million, respectively.

For the nine months ended September 30, 2025 and 2024 the loss on receivables sold was approximately $ 3.8 million and $ 3.7 million, respectively.

In the Condensed Consolidated Statements of Operations, the loss on receivables sold is reflected in Other (income) expenses, net.

Inventories, net of reserves, are as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

Raw materials, consumables and supplies, net $ 117.7 $ 103.9

Work in process — 0.1

Finished goods, net 161.2 186.5

Inventories, net $ 278.9 $ 290.4

The carrying amount of goodwill attributable to each reportable segment are as follows:

Goodwill Rubber Specialty Total

(In millions)

Balance as of January 1, 2024

$ 30.5 $ 45.6 $ 76.1

Foreign currency impact ( 1.9 ) ( 2.7 ) ( 4.6 )

Balance as of December 31, 2024

28.6 42.9 71.5

Impairment ( 32.3 ) ( 48.5 ) ( 80.8 )

Foreign currency impact 3.7 5.6 9.3

Balance as of September 30, 2025 1

1 At September 30, 2025, accumulated goodwill impairment was $ 80.8 million.

Goodwill is tested for impairment annually at September 30, or whenever events or changes in circumstances indicate that the fair value of a reporting unit with goodwill is below its carrying amount.

During the third quarter of 2025, we experienced a significant decrease in the trading price of our common stock.

In our Rubber reporting unit, elevated levels of low value tire imports from Asia during 2025 have indirectly impacted our demand in core Western markets and our overall profitability.

In our Specialty reporting unit, persistently soft industrial economies coupled with uncertainty related to global trade, tariffs and regulatory matters have impacted our demand and portfolio mix.

As a result, we performed quantitative impairment assessment for each of our two reporting units at September 30, 2025.

For our quantitative assessment, we estimated the value of each of our reporting units using both a discounted cash flows (“DCF”) analysis and a multiple of expected future cash flows, such as those used by third-party analysts.

The DCF analysis included market participant weighted average cost of capital, revenue, gross margin, capital expenditures, and long-term growth rates based on historical information and our best estimate of future forecasts.

The market approach involved significant judgment, including the selection of an appropriate peer

Notes to the Condensed Consolidated Financial Statements—(continued)

group, selection of valuation multiples, and determination of the appropriate weighting in our valuation model.

These assumptions included the use of significant unobservable inputs, representative of a Level 3 fair value measurement.

Based on our quantitative assessments, we concluded that the calculated fair value of our Rubber Carbon Black (“RCB”) and Specialty Carbon Black (“SCB”) reporting units were lower than their respective book values.

As a result, we recognized a non-cash goodwill impairment charge of $ 80.8 million in the third quarter of 2025 for both reporting units.

No tax benefit was recorded because it is a non-tax-deductible expense.

There were no impairments charge for the three or nine months ended September 30, 2024.

See “ Note A.

Significant Accounting Policies” , included in our Annual Report on Form 10-K for the year ended December 31, 2024, for additional information relating to our goodwill accounting policy.

Debt and Other Obligations

Debt and other obligations are as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

9 unchanged sentences

Total $ 1,010.2 $ 905.8

Notes to the Condensed Consolidated Financial Statements—(continued)

Other Short-Term Debt and Obligations

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

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Revolving credit facility

As of June 30, 2025, total capacity under our senior secured revolving credit facility (the “RCF”) and ancillary facilities is € 300 million ($ 351.6 million).

As of June 30, 2025 and December 31, 2024, availability under the RCF and ancillary facilities is $ 103.5 million and $ 127.5 million, respectively.

As of June 30, 2025, borrowings under the RCF were $ 35.2 million.

In September 2025, Orion entered into the Fourteenth Amendment to the Credit Agreement, which amended and restated our senior secured revolving credit facility (the “RCF”).

We added € 50.0 million to our RCF capacity, which expands our facility to € 350.0 million.

Under the amended RCF, Net Leverage, as defined in the Credit Agreement, is not permitted to exceed 5.0 x on or before December 31,

Notes to the Condensed Consolidated Financial Statements—(continued)

2026 and 4.5 x thereafter.

Other Credit Agreement provisions relating to the RCF, including the commitment fee, substantially remained unchanged.

In connection with the modification of the RCF, we incurred approximately $ 4.7 million of costs.

As of September 30, 2025, total capacity under our RCF and ancillary facilities is € 350 million ($ 410.9 million).

As of September 30, 2025 and December 31, 2024, availability under the RCF and ancillary facilities is $ 165.8 million and $ 127.5 million, respectively.

As of September 30, 2025, borrowings under the RCF were $ 58.7 million.

There were no borrowings under the RCF as of December 31, 2024.

We classify amounts outstanding under the RCF as current in our Condensed Consolidated Balance Sheets as the borrowings are for short-term working capital needs, typically for one-month periods, and based on management’s intention to repay the amounts outstanding within one year from the date of drawing.

Repurchase Agreement —We entered into repurchase agreements to sell European Emission Allowance (“EUA”) certificates.

Under the agreement on March 19, 2025, we sold 145 thousand EUA certificates for € 10.5 million cash to a counterparty.

Repurchase Agreement —We entered into repurchase agreements to sell European Emission Allowance (“EUA”) certificates as follows:

• On March 19, 2025, we sold 145 thousand EUA certificates for € 10.5 million cash to a counterparty.

The same counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates on January 28, 2026 for € 10.8 million.

On June 23, 2025, we sold an additional 500 thousand EUA certificates for € 36.0 million cash to another counterparty.

This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on September 18, 2025 for € 36.2 million.

• On September 16, 2025, we sold approximately 320 thousand EUA certificates for € 24.6 million cash to another counterparty.

This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on January 28, 2026 for € 24.8 million.

• On September 29, 2025, we sold approximately 21 thousand EUA certificates for € 1.6 million cash to another counterparty.

This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on January 28, 2026 for € 1.6 million.

The difference between the considerations received and the amount of consideration to be paid will be recognized as an interest expense.

At June 30, 2025, the amount outstanding, including accrued interest, was $ 54.5 million.

At September 30, 2025, the amount outstanding, including accrued interest, was € 36.8 million ($ 43.2 million).

Due to the short maturity, the carrying value approximates the fair value.

As of June 30, 2025, we are in compliance with our debt covenants.

As of September 30, 2025, we are in compliance with our debt covenants.

For additional information relating to our debt, see “ Note J.

Debt and Other Obligations” , included in our Annual Report in Form 10-K for the year ended December 31, 2024.

Debt and Other Obligations” , included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Financial Instruments and Fair Value Measurement

4 unchanged sentences

The market risk exposure is not hedged in a manner to completely eliminate the effects of changing market conditions on earnings or cash flow.

No significant concentration of credit risk existed at September 30, 2025 or at December 31, 2024.

Notes to the Condensed Consolidated Financial Statements—(continued)

No significant concentration of credit risk existed as of June 30, 2025 or December 31, 2024.

Fair value measurement

The following table summarizes outstanding financial instruments that are measured at fair value on a recurring basis:

June 30, 2025 December 31, 2024 Balance Sheet Classification

September 30, 2025 December 31, 2024 Balance Sheet Classification

Notional Amount Fair Value Notional Amount Fair Value

8 unchanged sentences

The interest rate for two fixed interest rate swaps are 1.925 % and 1.928 %.

The floating rate is based on SOFR.

The interest rate swaps will expire on September 25, 2028 in line with the maturity of the Term-Loan.

The floating rate is based on Secured Overnight Financing Rate (“SOFR”).

The interest rate swaps will expire on September 25, 2028 in line with the maturity of the term loan (the “Term-Loan”).

For financial assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.

2 unchanged sentences

Short-term and Long-term debt are recorded at amortized cost in the Condensed Consolidated Balance Sheets.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Notional Amount Fair Value Notional Amount Fair Value

5 unchanged sentences

The Term-Loan and China Term-Loan in the table above are classified as Level 2.

At both June 30, 2025 and December 31, 2024, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

At both September 30, 2025 and December 31, 2024, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

Notes to the Condensed Consolidated Financial Statements—(continued)

1 unchanged sentence

Effect of Financial Instruments

Three Months Ended Jun 30,

Three Months Ended Sep 30,

Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification

6 unchanged sentences

Effect of Financial Instruments

Six Months Ended June 30,

Nine Months Ended September 30,

Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification

8 unchanged sentences

See “ Note K.

Financial Instruments and Fair Value Measurement” , included in our Annual Report in Form 10-K for the year ended December 31, 2024, for additional information relating to our derivatives instruments.

Financial Instruments and Fair Value Measurement” , included in our Annual Report on Form 10-K for the year ended December 31, 2024, for additional information relating to our derivatives instruments.

Employee Benefit Plans

3 unchanged sentences

Net periodic defined benefit pension costs include the following:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

22 unchanged sentences

Balance at June 30, 2025 ( 79.4 ) 7.3 ( 1.5 ) ( 73.6 )

Other comprehensive income (loss) before reclassifications ( 1.1 ) 0.9 — ( 0.2 )

Income tax effects before reclassifications — ( 0.2 ) — ( 0.2 )

Amounts reclassified from AOCI — ( 0.3 ) — ( 0.3 )

Income tax effects on reclassifications — 0.1 — 0.1

Currency translation AOCI — 0.3 — 0.3

Balance at September 30, 2025 $ ( 80.5 ) $ 8.1 $ ( 1.5 ) $ ( 73.9 )

Balance at January 1, 2024 $ ( 55.1 ) $ 16.1 $ ( 0.9 ) $ ( 39.9 )

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Balance at June 30, 2024 ( 69.8 ) 14.4 ( 0.7 ) ( 56.1 )

Other comprehensive income (loss) before reclassifications 3.2 ( 5.7 ) — ( 2.5 )

Income tax effects before reclassifications 0.1 1.7 — 1.8

Amounts reclassified from AOCI — ( 0.9 ) — ( 0.9 )

Income tax effects on reclassifications — 0.3 — 0.3

Currency translation AOCI — 1.4 — 1.4

Balance at September 30, 2024 $ ( 66.5 ) $ 11.2 $ ( 0.7 ) $ ( 56.0 )

Notes to the Condensed Consolidated Financial Statements—(continued)

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing Net income attributable to Orion by the weighted average number of common stock outstanding during the period.

Diluted EPS equals Net income attributable to Orion divided by the weighted average number of common stock outstanding during the period, adjusted for the dilutive effect of our stock–based and other equity compensation awards.

Basic earnings per share (“EPS”) is computed by dividing Net income (loss) attributable to Orion by the weighted average number of common stock outstanding during the period.

Diluted EPS equals Net income (loss) attributable to Orion divided by the weighted average number of common stock outstanding during the period, adjusted for the dilutive effect of our stock–based and other equity compensation awards.

The following table reflects the income and share data used in the basic and diluted EPS computations:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(In millions, except share and per share data)

Net income attributable to ordinary equity holders $ 9.0 $ 20.5 $ 18.1 $ 47.2

Net income (loss) attributable to ordinary equity holders $ ( 67.1 ) $ ( 20.2 ) $ ( 49.0 ) $ 27.0

Weighted average number of Common stock (in thousands) 56,046 58,191 56,415 58,406

Basic EPS $ 0.16 $ 0.35 $ 0.32 $ 0.81

Basic Earnings (loss) per share $ ( 1.20 ) $ ( 0.35 ) $ ( 0.87 ) $ 0.46

Dilutive effect of share based payments (in thousands) 203 547 248 536

Weighted average number of diluted Common stock (in thousands) 56,249 58,738 56,663 58,942

Diluted EPS $ 0.16 $ 0.35 $ 0.32 $ 0.80

Notes to the Condensed Consolidated Financial Statements—(continued)

Diluted Earnings (loss) per share $ ( 1.20 ) $ ( 0.35 ) $ ( 0.87 ) $ 0.46

The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate.

4 unchanged sentences

Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.

The income tax expense for the three months ended June 30, 2025 and 2024 were $ 4.6 million and $ 9.1 million, respectively.

Income tax expense for the six months ended June 30, 2025 and 2024 was $ 13.5 million and $ 22.6 million, respectively.

Income tax benefit for the three months ended September 30, 2025 and 2024 was $ 0.5 million and $ 10.8 million, respectively.

Income tax expense for the nine months ended September 30, 2025 and 2024 was $ 13.0 million and $ 11.8 million, respectively.

Our effective income tax rates were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Effective income tax rates 0.7 % 34.6 % ( 34.6 ) % 30.8 %

The change in our effective tax rate for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024 was primarily driven by valuation allowances for tax losses.

The change in our effective tax rate for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024 was primarily driven by valuation allowances for tax losses and a non-tax deductible loss in connection with the goodwill impairment.

Commitments and Contingencies

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Based on consideration of all relevant facts and circumstances, we do not believe the ultimate outcome of any currently pending lawsuit against us will have a material adverse effect upon our operations, financial condition or the Condensed Consolidated Financial Statements.

Loss (recovery) due to misappropriation of assets, net —In the third quarter of 2024 we recognized a one-time pre-tax charge of approximately $ 59.2 million for the unrecovered fraudulently induced wire transfers.

In addition, we incurred $ 1.5 million of professional fees in connection with our investigations.

Together, the amount of $ 60.7 million is reported in Loss due to misappropriation of assets, net in our Condensed Consolidated Statements of Operations.

We recognized $ 18.2 million of tax benefit related to Loss due to

Notes to the Condensed Consolidated Financial Statements—(continued)

misappropriation of assets, net.

Refer to Note Q.

Commitments and Contingencies in our Annual Report in Form 10-K for the year ended December 31, 2024 for further

In the third quarter of 2025, we recovered $ 7.3 million (€ 6.3 million).

In 2025, we incurred $ 0.8 million of professional fees.

This recovery, net of legal fee, is reported in Loss (recovery) due to misappropriation of assets, net in our Condensed Consolidated Statements of Operations.

Pledges and Guarantees

The Company has pledged the majority of its assets (amongst others shares in affiliates, bank accounts and receivables) within the different regions in which it operates excluding China as collateral under its debt agreements.

As of June 30, 2025, the Company had guarantees totaling $ 36.7 million issued by various financial institutions.

As of September 30, 2025, the Company had guarantees totaling $ 37.8 million issued by various financial institutions.

Financial Information by Segment

10 unchanged sentences

We define Adjusted EBITDA as Income from operations before depreciation and amortization, share-based compensation, and non-recurring items (such as restructuring expenses, legal settlements gains, etc.) plus Earnings in affiliated companies, net of tax.

Notes to the Condensed Consolidated Financial Statements—(continued)

The CODM does not review reportable segment asset or liability information for purposes of assessing performance or allocating resources.

Segment operating results for the three months ended June 30, 2025 and 2024 are as follows:

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the three months ended September 30, 2025 and 2024 are as follows:

Rubber Specialty Corporate Total

3 unchanged sentences

Selling, general and administrative expenses 34.1 23.2 0.2 57.5

Loss (recovery) due to misappropriation of assets, net

— — ( 7.3 ) ( 7.3 )

Goodwill impairment 32.3 48.5 — 80.8

Other segment items 4.2 4.1 — 8.3

1 unchanged sentence

LTIP and other non-operating charges 1.8 1.7 0.2 3.7

Loss (recovery) due to misappropriation of assets, net

— — ( 7.3 ) ( 7.3 )

Goodwill impairment 32.3 48.5 — 80.8

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 19.1 14.6 — 33.7

4 unchanged sentences

Selling, general and administrative expenses 35.9 21.7 0.3 57.9

Loss (recovery) due to misappropriation of assets, net

— — 60.7 60.7

Other segment items 2.2 3.1 ( 1.1 ) 4.2

1 unchanged sentence

LTIP and other non-operating charges 1.6 2.9 ( 0.8 ) 3.7

Loss (recovery) due to misappropriation of assets, net — — 60.7 60.7

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 18.3 12.5 — 30.8

2 unchanged sentences

Notes to the Condensed Consolidated Financial Statements—(continued)

Segment operating results for the six months ended June 30, 2025 and 2024 are as follows:

Segment operating results for the nine months ended September 30, 2025 and 2024 are as follows:

Rubber Specialty Corporate Total

3 unchanged sentences

Selling, general and administrative expenses 104.4 68.4 0.8 173.6

Loss (recovery) due to misappropriation of assets, net

— — ( 6.5 ) ( 6.5 )

Goodwill impairment 32.3 48.5 — 80.8

Other segment items 12.1 12.5 — 24.6

1 unchanged sentence

LTIP and other non-operating charges 4.6 4.6 0.8 10.0

Loss (recovery) due to misappropriation of assets, net

— — ( 6.5 ) ( 6.5 )

Goodwill impairment 32.3 48.5 — 80.8

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 59.2 38.0 — 97.2

5 unchanged sentences

Selling, general and administrative expenses 113.5 65.5 0.7 179.7

Loss (recovery) due to misappropriation of assets, net

— — 60.7 60.7

Other segment items 9.7 11.4 ( 1.1 ) 20.0

1 unchanged sentence

LTIP and other non-operating charges 5.3 5.3 ( 0.4 ) 10.2

Loss (recovery) due to misappropriation of assets, net — — 60.7 60.7

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 53.1 36.9 — 90.0

5 unchanged sentences

A reconciliation of Income before earnings in affiliated companies and income taxes to Adjusted EBITDA for each of the periods presented is as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(In millions)

Income before earnings in affiliated companies and income taxes $ 13.0 $ 29.4 $ 30.5 $ 69.5

Income (loss) before earnings in affiliated companies and income taxes $ ( 68.1 ) $ ( 31.2 ) $ ( 37.6 ) $ 38.3

LTIP and other non-operating charges 3.7 3.7 10.0 10.2

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 33.7 30.8 97.2 90.0

Loss (recovery) due to misappropriation of assets, net

Misappropriation of assets, net ( 7.3 ) 59.2 ( 7.3 ) 59.2

Professional fees related to misappropriation of assets — 1.5 0.8 1.5

Goodwill impairment 80.8 — 80.8 —

Equity in earnings of affiliated companies, net of tax 0.5 0.2 1.6 0.5

2 unchanged sentences

LTIP and other non-operating charges include the following:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

LTIP and other non-operating charges $ 3.7 $ 3.7 $ 10.0 $ 10.2

Subsequent Events

Enactment of Tax Legislation— In July 2025, the “ One Beautiful Bill ” was enacted, introducing changes to U.S.

federal tax law, including modifications to bonus depreciation, R&D amortization and interest expense limitations.

The Company is evaluating the impact of this legislation, but we do not expect it to have a material effect on the current year’s tax provision.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements