Orion S.A. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and nine months ended September 30, 2025 and 2024 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited ) elsewhere in this report. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to Orion S.A. together with its consolidated subsidiaries (“Orion S.A.”). PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION Non-GAAP Financial Measures We present certain financial measures that are not prepared in accordance with GAAP or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of other companies. For a reconciliation of these non-GAAP financial measures to their nearest comparable GAAP measures, see section Reconciliation of Non-GAAP Financial Measures below. These non-GAAP measures include, but are not limited to, EBITDA, Adjusted EBITDA, Segment Gross Profit, Net Working Capital and Capital Expenditures. We define: • EBITDA —Earnings before interest, taxes, depreciation and amortization. • Adjusted EBITDA —Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, legal settlement gain, net loss due to assets misappropriation, etc.) plus Earnings in affiliated companies, net of tax. • Segment Gross Profit —Segment Net sales minus segment Cost of sales. • Net Working Capital —Inventories, net plus Accounts receivable, net minus Accounts payable. • Capital Expenditures —Cash paid for the acquisition of property, plant and equipment. Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), the chief operating decision maker (“CODM”). Adjusted EBITDA is used by our CODM to evaluate our operating performance and to make decisions regarding allocation of capital, because it excludes the effects of items that have less bearing on the performance of our underlying core business. We use this measure, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing our business. We believe these measures are useful measures of financial performance in addition to Net income, Income from operations and other profitability measures under GAAP, because they facilitate operating performance comparisons from period to period. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA provides a useful additional basis for evaluating and comparing the current performance of the underlying operations. In addition, we believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business. However, other companies and analysts may calculate non-GAAP financial measures differently, so making comparisons among companies on this basis should be done carefully. Non-GAAP measures are not performance measures under GAAP and should not be considered in isolation or construed as substitutes for Net sales, Net income, Income from operations, Gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP. 19 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Operating Results The table below presents our historical results derived from our Condensed Consolidated Financial Statements for the periods indicated. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 Delta 2025 2024 Delta (In millions, except volume) % (In millions, except volume) % Volume (in kmt) 237.5 225.2 12.3 5.5 729.2 706.7 22.5 3.2 Net sales $ 450.9 $ 463.4 $ (12.5) (2.7) $ 1,395.0 $ 1,443.3 $ (48.3) (3.3) Cost of sales 365.3 355.9 9.4 2.6 1,112.9 1,103.8 9.1 0.8 Gross profit 85.6 107.5 (21.9) (20.4) 282.1 339.5 (57.4) (16.9) Selling, general and administrative expenses 57.5 57.9 (0.4) (0.7) 173.6 179.7 (6.1) (3.4) Research and development costs 6.9 7.0 (0.1) (1.4) 20.0 20.1 (0.1) (0.5) Loss (recovery) due to misappropriation of assets, net (7.3) 60.7 (68.0) (112.0) (6.5) 60.7 (67.2) (110.7) Goodwill impairment 80.8 — 80.8 — 80.8 — 80.8 — Other (income) expenses, net 1.4 (2.8) 4.2 (150.0) 4.6 (0.1) 4.7 (4,700.0) Income (loss) from operations (53.7) (15.3) (38.4) 251.0 9.6 79.1 (69.5) (87.9) Interest and other financial expense, net 14.4 15.9 (1.5) (9.4) 47.2 40.8 6.4 15.7 Income (loss) before earnings in affiliated companies and income taxes (68.1) (31.2) (36.9) 118.3 (37.6) 38.3 (75.9) (198.2) Income tax expense (benefit) (0.5) (10.8) 10.3 (95.4) 13.0 11.8 1.2 10.2 Earnings in affiliated companies, net of tax 0.5 0.2 0.3 150.0 1.6 0.5 1.1 220.0 Net income (loss) (67.1) (20.2) (46.9) 232.2 (49.0) 27.0 (76.0) (281.5) Other comprehensive income (loss), net of tax Foreign currency translation adjustments (1.1) 3.3 (4.4) (133.3) (1.1) (11.4) 10.3 (90.4) Net gains (losses) on derivatives 0.8 (3.2) 4.0 (125.0) (2.7) (4.9) 2.2 (44.9) Defined benefit plans, net — — — — (0.2) 0.2 (0.4) (200.0) Total other comprehensive (loss) income, net of tax (0.3) 0.1 (0.4) (400.0) (4.0) (16.1) 12.1 (75.2) Comprehensive income (loss) $ (67.4) $ (20.1) $ (47.3) 235.3 $ (53.0) $ 10.9 $ (63.9) (586.2) 20 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Reconciliation of Non-GAAP Financial Measures The following table presents reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 Delta 2025 2024 Delta (In millions) % (In millions) % Net income (loss) $ (67.1) $ (20.2) $ (46.9) 232.2 $ (49.0) $ 27.0 $ (76.0) (281.5) Add back Income tax (benefit) expense (0.5) (10.8) 10.3 (95.4) 13.0 11.8 1.2 10.2 Add back Equity in earnings of affiliated companies, net of tax (0.5) (0.2) (0.3) 150.0 (1.6) (0.5) (1.1) 220.0 Income (loss) before earnings in affiliated companies and income taxes (68.1) (31.2) (36.9) 118.3 (37.6) 38.3 (75.9) (198.2) Add back Interest and other financial expense, net 14.4 15.9 (1.5) (9.4) 47.2 40.8 6.4 15.7 Income (loss) from operations (53.7) (15.3) (38.4) 251.0 9.6 79.1 (69.5) (87.9) Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 33.7 30.8 2.9 9.4 97.2 90.0 7.2 8.0 EBITDA (20.0) 15.5 (35.5) (229.0) 106.8 169.1 (62.3) (36.8) Equity in earnings of affiliated companies, net of tax 0.5 0.2 0.3 150.0 1.6 0.5 1.1 220.0 Loss (recovery) due to misappropriation of assets, net Misappropriation of assets, net (7.3) 59.2 (66.5) (112.3) (7.3) 59.2 (66.5) (112.3) Professional fees related to misappropriation of assets — 1.5 (1.5) (100.0) 0.8 1.5 (0.7) (46.7) Goodwill impairment 80.8 — 80.8 — 80.8 — 80.8 — Long term incentive plan 3.7 4.8 (1.1) (22.9) 10.0 11.3 (1.3) (11.5) Other adjustments — (1.1) 1.1 (100.0) — (1.1) 1.1 (100.0) Adjusted EBITDA $ 57.7 $ 80.1 $ (22.4) (28.0) $ 192.7 $ 240.5 $ (47.8) (19.9) Adjusted EBITDA Specialty Carbon Black $ 21.6 $ 27.2 $ (5.6) (20.6) $ 66.9 $ 83.1 $ (16.2) (19.5) Adjusted EBITDA Rubber Carbon Black $ 36.1 $ 52.9 $ (16.8) (31.8) $ 125.8 $ 157.4 $ (31.6) (20.1) Operating Results Discussion For the three months ended September 30, 2025 compared to three months ended September 30, 2024 Net sales Volume for the three months ended September 30, 2025 increased by 12.3 kmt, year over year, to 237.5 kmt, primarily due to higher shipments in both segments. Net sales for the three months ended September 30, 2025 decreased by $12.5 million, or 2.7%, year over year to $450.9 million, primarily due to lower oil prices and unfavorable product mix. Those were partially offset by higher volume and a favorable foreign exchange rate impact. Cost of sales Cost of sales for the three months ended September 30, 2025 increased by $9.4 million, or 2.6%, year over year to $365.3 million, primarily due to costs associated with higher volume and higher fixed costs. Gross profit Gross profit for the three months ended September 30, 2025 decreased by $21.9 million, or 20.4%, year over year to $85.6 million. The decrease was driven primarily by unfavorable timing from the pass-through effect of raw material costs as well as unfavorable customer and regional mix in both segments. Selling, general and administrative expenses Selling, general and administrative expenses for the three months ended September 30, 2025 decreased by $0.4 million, or 0.7%, year over year to $57.5 million, primarily driven by lower distribution costs. 21 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Loss (recovery) due to misappropriation of assets, net During the third quarter of 2024, we were the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $59.2 million. In addition, we incurred $1.5 million of professional fees in connection with our investigations. For more information, refer to Note Q. Commitments and Contingencies in our Annual Report on Form 10-K for the year ended December 31, 2024. 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. Goodwill Impairment 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. We performed a quantitative impairment assessment for each of our two reporting units as of September 30, 2025. Based on our quantitative assessments, we recognized a non-cash goodwill impairment charge of $80.8 million. For more information, refer to Note D. Goodwill to the Condensed Consolidated Financial Statements. Provision for income taxes For the three months ended September 30, 2025, the Company recognized Income before earnings in affiliated companies and income taxes of $68.1 million, compared to Loss before earnings in affiliated companies and income taxes $31.2 million for the three months ended September 30, 2024. The income tax benefit for the three months ended September 30, 2025 and 2024 was $0.5 million and $10.8 million, respectively. The effective tax rate for the three months ended September 30, 2025, and 2024 was 0.7% and 34.6%, respectively. The decrease in effective tax rate for three months ended September 30, 2025, as compared to the three 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. The 2024 effective tax rate was impacted by $18.2 million of tax benefit related to Loss due to misappropriation of assets, net. For more information, refer to Note Q. Commitments and Contingencies in our Annual Report on Form 10-K for the year ended December 31, 2024. Comprehensive Income (loss) and Net Income (loss) Comprehensive loss increased in the third quarter of 2025 by $47.3 million year over year to $67.4 million. The components of Comprehensive income (loss) are discussed below: Net loss decreased by $46.9 million in the third quarter of 2025 compared to the third quarter of 2024 discussed above. The activities from the components of Other Comprehensive income are discussed below: • $4.4 million of net unfavorable impact due to change in foreign currency translation adjustments due to weakening of the U.S. dollar versus euro and • $4.0 million of net favorable impact related to financial derivative instruments primarily driven by net periodic changes in cross currency swaps. Adjusted EBITDA (A Non-GAAP Financial Measure) Adjusted EBITDA decreased in the third quarter of 2025 by $22.4 million, or 28.0%, to $57.7 million, year over year. The decrease was driven by unfavorable timing of the pass-through effect of raw material costs as well as unfavorable product and regional mix in both segments. These were partially offset by increased volume and a favorable foreign exchange rate impact. 22 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation For the nine months ended September 30, 2025 compared to nine months ended September 30, 2024 Net sales Volume increased by 22.5 kmt year over year to 729.2 kmt compared to the nine months ended September 30, 2024, primarily due to higher Rubber Carbon Black segment volume. Net sales decreased by $48.3 million, or 3.3%, year over year in the nine months ended September 30, 2025 to $1,395.0 million, primarily driven by the pass-through of lower oil prices, partially offset by higher volume in the Rubber Carbon Black segment and a favorable foreign exchange rate impact. Cost of sales Cost of sales increased by $9.1 million, or 0.8%, year over year to $1,112.9 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to higher Rubber Carbon Black volume and fixed costs. Gross profit Gross profit decreased by $57.4 million, or 16.9%, year over year to $282.1 million. The decrease was primarily driven by unfavorable product and regional mix and unfavorable timing from the pass-through effect of raw material costs. Selling, general and administrative expenses Selling, general and administrative expenses decreased by $6.1 million, or 3.4%, year over year to $173.6 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily driven by impact of cost saving measures initiated by us and lower distribution costs. Those were partially offset by inflation and unfavorable foreign exchange rate impact. Loss (recovery) due to misappropriation of assets, net During the third quarter of 2024, we were the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $59.2 million. In addition, we incurred $1.5 million of professional fees in connection with our investigations. For more information, refer to Note Q. Commitments and Contingencies in our Annual Report on Form 10-K for the year ended December 31, 2024. 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. Goodwill Impairment 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. We performed quantitative impairment assessment for each of our two reporting units at September 30, 2025. Based on our quantitative assessments, we recognized a non-cash goodwill impairment charge of $80.8 million. For more information, refer to Note D. Goodwill to the Condensed Consolidated Financial Statements. Provision for income taxes For the nine months ended September 30, 2025, the Company recognized Loss before earnings in affiliated companies and income taxes of $37.6 million, compared to Income before earnings in affiliated companies and income taxes of $38.3 million in the nine months ended September 30, 2024. The provision for income taxes was an expense of $13.0 million and $11.8 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. The effective tax rate for the nine months ended September 30, 2025, was (34.6)%, as compared to 30.8% for the nine months ended September 30, 2024. The decrease in our effective tax rate for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, was primarily driven by valuation allowances for tax losses and a non-deductible expense in connection with the goodwill impairment. The 2024 effective tax rate was impacted by $18.2 million of tax benefit related to Loss due to misappropriation of assets, net. For more information, refer to Note Q. Commitments and Contingencies in our Annual Report on Form 10-K for the year ended December 31, 2024. 23 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Comprehensive Income Comprehensive income decreased by $63.9 million year over year in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Net income decreased by $76.0 million year over year in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The activities from the components of Other Comprehensive income are discussed below: • $10.3 million of net favorable impact due to foreign currency translation adjustments, and • $2.2 million of net favorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps. Adjusted EBITDA (A Non-GAAP Financial Measure) Adjusted EBITDA decreased by $47.8 million, or 19.9%, year over year from $240.5 million for the nine months ended September 30, 2024 to $192.7 million in the nine months ended September 30, 2025. The decrease was primarily due to lower volume in the Specialty Carbon Black segment, unfavorable customer and regional mix in the Rubber Carbon Black segment and unfavorable timing from the pass-through effect of raw material costs. Segment Discussion Our operations are managed through two reportable segments, Specialty Carbon Black and Rubber Carbon Black . We use Segment Adjusted EBITDA as the measure of segment performance and profitability. The table below presents our segment results derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 Delta 2025 2024 Delta (In millions, except volume) % (In millions, except volume) % Specialty Carbon Black Volume (kmt) 61.2 59.7 1.5 2.5 181.1 185.9 (4.8) (2.6) Net sales $ 160.0 $ 162.5 $ (2.5) (1.5) $ 478.8 $ 498.9 $ (20.1) (4.0) Cost of sales 127.4 125.9 1.5 1.2 373.6 381.1 (7.5) (2.0) Segment Gross profit $ 32.6 $ 36.6 $ (4.0) (10.9) $ 105.2 $ 117.8 $ (12.6) (10.7) Adjusted EBITDA $ 21.6 $ 27.2 $ (5.6) (20.6) $ 66.9 $ 83.1 $ (16.2) (19.5) Rubber Carbon Black Volume (kmt) 176.3 165.5 10.8 6.5 548.1 520.8 27.3 5.2 Net sales $ 290.9 $ 300.9 $ (10.0) (3.3) $ 916.2 $ 944.4 $ (28.2) (3.0) Cost of sales 237.9 230.0 7.9 3.4 739.3 722.7 16.6 2.3 Segment Gross profit $ 53.0 $ 70.9 $ (17.9) (25.2) $ 176.9 $ 221.7 $ (44.8) (20.2) Adjusted EBITDA $ 36.1 $ 52.9 $ (16.8) (31.8) $ 125.8 $ 157.4 $ (31.6) (20.1) Specialty Carbon Black Volume increased marginally by 1.5 kmt, or 2.5%, year over year to 61.2 kmt for the three months ended September 30, 2025. Volume decreased by 4.8 kmt, or 2.6%, year over year to 181.1 kmt for the nine months ended September 30, 2025, respectively, primarily due to lower demand in the EMEA as well as the Americas regions in the first half of 2025. Net sales decreased by $2.5 million, or 1.5%, year over year to $160.0 million, and by $20.1 million, or 4.0%, year over year to $478.8 million for the three and nine months ended September 30, 2025, respectively, primarily due to lower oil prices and lower volume in the first half of 2025. Gross profit decreased by $4.0 million, or 10.9%, year over year, to $32.6 million and by $12.6 million, or 10.7%, year over year to $105.2 million for the three and nine months ended September 30, 2025, respectively, primarily driven by lower volume, unfavorable price and product mix and higher fixed costs. 24 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Adjusted EBITDA for the three months ended September 30, 2025 decreased by $5.6 million, or 20.6%, year over year to $21.6 million. The decrease was primarily due to unfavorable timing from the pass-through effect of raw material costs, product mix and higher fixed costs. Adjusted EBITDA for the nine months ended September 30, 2025 decreased by $16.2 million, or 19.5%, year over year to $66.9 million. The decrease was primarily due to lower demand, unfavorable product and regional mix as well as unfavorable impact from the pass-through effect of raw material costs. Rubber Carbon Black Volume increased by 10.8 kmt, or 6.5%, year over year to 176.3 kmt and increased by 27.3 kmt, or 5.2%, year over year to 548.1 kmt, for the three and nine months ended September 30, 2025, respectively, primarily due to higher demand in the Asia Pacific and Americas regions. Net sales decreased by $10.0 million, or 3.3%, year over year to $290.9 million and decreased by $28.2 million, or 3.0%, year over year to $916.2 million for the three and nine months ended September 30, 2025, respectively, primarily due to the pass-through of lower oil prices, partially offset by higher volume. Gross profit decreased by $17.9 million, or 25.2%, year over year to $53.0 million and decreased by $44.8 million, or 20.2%, year over year to $176.9 million for the three and nine months ended September 30, 2025, respectively. The decrease was primarily due to higher fixed costs, and unfavorable price and regional customer mix. Those were partially offset by higher volume. Adjusted EBITDA decreased by $16.8 million, or 31.8%, year over year to $36.1 million for the three months ended September 30, 2025, driven primarily by the unfavorable impact from the pass-through effect of raw material costs as well as unfavorable customer and regional mix. Adjusted EBITDA decreased by $31.6 million, or 20.1%, year over year to $125.8 million for the nine months ended September 30, 2025, primarily driven by unfavorable customer and regional mix as well as the unfavorable impact from the pass-through effect of raw material costs. Liquidity and Capital Resources Historical Cash Flows The tables below present our historical cash flows derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated. Nine Months Ended September 30, 2025 2024 (In millions) Net cash provided by operating activities $ 122.9 $ 30.8 Net cash used in investing activities (112.3) (135.7) Net cash provided by (used in) financing activities (5.5) 119.3 2025 Net cash provided by operating activities during the nine months ended September 30, 2025 was $122.9 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $331.9 million sale of certain accounts receivables, discussed in Note B. Accounts Receivable to the Condensed Consolidated Financial Statements. Net cash used in investing activities in the nine months ended September 30, 2025 amounted to $112.3 million. The expenditures were primarily related to safety, maintenance and growth investments. 25 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Net cash used in financing activities during the nine months ended September 30, 2025 amounted to $5.5 million. The outflow primarily consisted of scheduled debt repayments, dividend distributions, payments for debt issuance costs and $24.8 million in stock buybacks. Those were partially offset by inflows primarily consisted of $30.0 million related to other short-term debt borrowings and $1.5 million, net borrowings under our ancillary credit facilities. 2024 Net cash provided by operating activities for the nine months ended September 30, 2024, amounted to $30.8 million. The cash provided by operating activities primarily reflects changes in working capital, $59.2 million Loss due to misappropriation of assets, net and professional fees of $1.5 million. Change in working capital includes $323.1 million sale of certain accounts receivables, discussed in Note B. Accounts Receivable to the Condensed Consolidated Financial Statements. Net cash used in investing activities for the nine months ended September 30, 2024, amounted to $135.7 million. These expenditures were composed of a combination of safety and maintenance-related. Net cash provided by financing activities for the nine months ended September 30, 2024, amounted to $119.3 million. These inflows primarily consisted of $68.7 million related to other short-term debt borrowings and $75.1 million, net borrowings under our ancillary credit facilities. Those were partially offset by scheduled debt repayments, dividend distributions and stock buybacks. Sources of Liquidity Our principal sources of liquidity are the net cash generated (i) from operating activities, primarily driven by our operating results and changes in working capital requirements and (ii) from financing activities, primarily driven by borrowing amounts available under our committed multi-currency, the senior secured revolving credit facility (the “RCF”) and related ancillary facilities, various uncommitted local credit lines, and, from time to time, term loan borrowings and Accounts receivable factoring. We believe our anticipated future operating cash flows, the capacity under our existing credit facilities and uncommitted bilateral lines of credit, along with access to surety bonds, will be sufficient to finance our planned Capital expenditures, settle our commitments and contingencies and address our normal anticipated working capital needs for the foreseeable future. As of September 30, 2025, the company had total liquidity of $249.2 million, including cash and equivalents of $51.3 million, $165.8 million availability under our RCF, including ancillary lines, and $32.1 million of capacity under other available credit lines. Net working capital (A Non-GAAP Financial Measure) We define Net working capital as the sum total of current Accounts receivable, net and Inventories, net less Accounts payable. Net working capital is a non-GAAP financial measure and other companies may use a similarly titled financial measure that is calculated differently from the way we calculate Net working capital. The following table sets forth the principal components of our Net working capital as of the dates indicated. September 30, 2025 December 31, 2024 (In millions) Accounts receivable, net $ 265.1 $ 211.9 Inventories, net 278.9 290.4 Accounts payable (181.4) (156.2) Net working capital $ 362.6 $ 346.1 Our Net working capital position can vary significantly from month to month, mainly due to fluctuations in oil prices and receipts of carbon black oil shipments. In general, increases in the cost of raw materials lead to an increase in our Net working capital requirements, as our inventories and trade receivables increase as a result of higher carbon black oil prices and related sales levels. These increases are partially offset by related increases in trade payables. Due to the quantity of carbon black oil that we typically keep in stock, such increases in Net working capital occur gradually over a period of two to three months. Conversely, decreases in the cost of raw materials lead to a decrease in our Net working capital requirements over the same period of time. Our Net working capital increased from $346.1 million as of December 31, 2024, to $362.6 million as of September 30, 2025. The primary working capital change drivers, year over year, were as follows: • Accounts receivable, net —This increase was primarily due to lower balance at December 31, 2024 from increased factoring of certain accounts receivables. Refer Note B. Accounts Receivable for discussion. Those increases were partially offset by: 26 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation • Inventories, net —Decrease in production to meet forecasted demand resulted in a reduction in finished goods inventory. The value of Inventory, net was also impacted by lower oil prices and foreign exchange rate; and • Accounts payable —Increase in accounts payable was primarily due to timing of payments. Capital expenditures (A Non-GAAP Financial Measure) We plan to finance our Capital expenditures with cash generated by our operating activities and/or by utilizing existing debt capacity. We currently do not have any material commitments to make Capital expenditures, except for the under-construction facility at La Porte, Texas. We do not plan to make material Capital expenditures outside the ordinary course of our business. Off-Balance Sheet Arrangements As of September 30, 2025, we did not have any off-balance sheet arrangements. 27 Table of Contents Orion S.A. Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 This report contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business. These statements constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. You should not place undue reliance on forward-looking statements. Forward-looking statements include, among others, statements concerning our potential exposure to market risks, macroeconomic conditions including tariffs, expected plant uptime, market conditions, anticipated customer demand, expected impacts of operational improvements and foreign exchange, expectations regarding capital expenditures, working capital and free cash flow, our outlook for 2025, and other statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions and statements that are not limited to statements of historical or present facts or conditions. Forward-looking statements are typically identified by words such as “anticipate,” “assume,” “assure,” “believe,” “confident,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “guidance,” “probably,” “project,” “will,” “seek,” “target,” “to be” and other words of similar meaning. These forward-looking statements include, without limitation, statements about the following matters: • our profit and cash flow projections; • the outcome of any in-progress, pending or possible litigation or regulatory proceedings; • the impact of adoption of new ASUs on our financial results; • the sufficiency of our cash on hand, cash provided by operating activities and borrowings to pay our operating expenses, satisfy our debt obligations and fund capital expenditures; and • our projections and expectations for pricing, financial results and performance in 2025 and beyond. All these forward-looking statements are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. These factors include, among others: • negative or uncertain worldwide economic conditions and developments; • the operational risks inherent in chemicals manufacturing, including but not limited to disruptions due to technical difficulties, severe weather conditions or natural disasters; • unanticipated impacts of our plans and strategies, including our plans to discontinue production at certain facilities; • our dependence on major customers and suppliers; • further changes and uncertainty in the geopolitical environment or government policy, including related to tariffs, counter-tariffs and other trade barriers; • our ability to compete in the industries and markets in which we operate; • our ability to successfully develop new products and technologies; • our ability to effectively implement our business strategies; • the volatility of costs, quality and availability of raw materials and energy; • our ability to realize benefits from investments, joint ventures, acquisitions or alliances; • our ability to realize benefits from planned plant capacity expansions and planned and current site development projects; • any information technology systems failures, network disruptions and breaches of data security; • our exposure to political or country risks inherent in doing business globally; • rapidly changing geopolitical environment, conflicts, growing tension between U.S. and other countries, and/or any other escalations may impact energy costs, raw material availability or other economic disruptions; • our ability to comply with complex environmental, health and safety laws and regulations, and current and any possible future investigations and enforcement actions by governmental, supranational agencies or other organizations; • environmental, social and governance matters, including regulations requiring a reduction of greenhouse gas emissions or that impose additional taxes or fees on emissions as well as increased awareness and adverse publicity about potential impacts on climate change by us; • development regulation of carbon black as a nano-scale material; 28 Table of Contents Orion S.A. • our operations as a company in the chemical sector, including the related risks of leaks, fires and toxic releases as well as other accidents; • any changes in European Union regulations or similar international regulations on chemical carbon that will affect our ability to market and sell our products; • any market or regulatory changes that may affect our ability to sell or otherwise benefit from co-generated energy; • any litigation or legal proceedings, including product liability, environmental or asbestos related claims; • our ability to protect our intellectual property rights and know-how; • risks associated with our financial leverage; • restrictive effects of the covenants in our debt instruments; • any deterioration in our financial position or downgrade of our ratings by credit rating agencies; • any fluctuations in foreign currency exchange or interest rates; • the availability and efficiency of hedging; • any potential impairments or write-offs of certain assets; • any required increases in our pension fund or retirement-related contributions; • the adequacy of our insurance coverage; • any challenges to our decisions and assumptions in assessing and complying with our tax obligations; • any changes in our jurisdictional earnings mix or in the tax laws or accepted interpretations of tax laws in those jurisdictions; • the ability to pay dividends on our common stock at historical rates or at all; • the difference between our stockholders’ rights and rights of stockholders of a U.S. corporation; • the potential difficulty in obtaining or enforcing judgments or bringing legal actions against Orion S.A. (a Luxembourg incorporated entity) in the U.S. or elsewhere outside Luxembourg; • the difference between Luxembourg & European insolvency and bankruptcy laws from U.S. insolvency laws; • our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages; • our ability to recruit or retain key management and personnel; • any disruptive changes in international and local economic conditions, dislocations in credit and capital markets and inflation or deflation; and • our ability to generate the funds required to service our debt and finance our operations. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include those factors detailed under the captions “Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” and “Risk Factors” and in “ Note Q. Commitments and Contingencies” to our audited Consolidated Financial Statements regarding contingent liabilities, including litigation in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our quarterly reports on Form 10-Q and the unaudited Condensed Consolidated Financial Statements contained therein. It is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, as a result of new information, future events or other information, other than as required by applicable law. Item 3. Quantitative and Qualitative Disclosures About Market Risk Information about market risks for the period ended September 30, 2025 does not differ materially from “ Item 7A” in our Annual Report on Form 10-K for the year ended December 31, 2024.