What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-17 compared with 2025-02-20 · 261 added, 156 removed, 1100 unchanged (27% of the section changed)

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Orion S.A.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss) , changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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Research and development costs 27.5 27.1 24.5

Loss due to misappropriation of assets, net 59.3 — —

Loss (recovery) due to misappropriation of assets, net ( 6.9 ) 59.3 —

Goodwill impairment 80.8 — —

Other expense (income), net 0.2 1.9 ( 0.7 )

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Reclassification of actuarial gains from AOCI — — ( 8.9 )

Income before earnings in affiliated companies and income taxes 53.3 163.3 157.2

Income (loss) before earnings in affiliated companies and income taxes ( 34.8 ) 53.3 163.3

Income tax expense 35.8 9.7 60.3

Earnings in affiliated companies, net of tax 0.5 0.6 0.5

Net income $ 44.2 $ 103.5 $ 106.2

Net income (loss) $ ( 70.1 ) $ 44.2 $ 103.5

Weighted-average shares outstanding (in thousands):

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Diluted 56,324 58,373 59,980

Earnings per share

Earnings (loss) per share

Basic $ ( 1.24 ) $ 0.76 $ 1.75

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The accompanying notes are an integral part of these Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31,

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(In millions)

Net income $ 44.2 $ 103.5 $ 106.2

Other comprehensive income (loss), net of tax

Net income (loss) $ ( 70.1 ) $ 44.2 $ 103.5

Other comprehensive loss, net of tax

Foreign currency translation adjustments ( 4.5 ) ( 24.3 ) ( 7.6 )

Net gains (losses) on derivatives ( 5.3 ) ( 8.3 ) 35.2

Net losses on derivatives ( 3.2 ) ( 5.3 ) ( 8.3 )

Defined benefit plans, net 5.3 ( 0.4 ) ( 11.5 )

Other comprehensive income (loss) ( 30.0 ) ( 27.4 ) 36.0

Comprehensive income $ 14.2 $ 76.1 $ 142.2

Other comprehensive loss ( 2.4 ) ( 30.0 ) ( 27.4 )

Comprehensive income (loss) $ ( 72.5 ) $ 14.2 $ 76.1

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Cash flows from operating activities:

Net income $ 44.2 $ 103.5 $ 106.2

Net income (loss) $ ( 70.1 ) $ 44.2 $ 103.5

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 131.9 125.3 113.0

Impairment of property, plant and equipment and intangible assets 80.8 — —

Amortization of debt issuance costs 2.0 1.5 2.7

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Foreign currency transactions ( 9.3 ) ( 1.7 ) 5.0

Reclassification of actuarial (gains)/losses from AOCI — ( 8.9 ) —

Reclassification of actuarial gains from AOCI — — ( 8.9 )

Other operating non-cash items, net 1.4 1.8 0.8

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Repurchases of Common stock ( 24.8 ) ( 26.6 ) ( 65.6 )

Other financing activities — — ( 0.2 )

Net cash provided by (used in) financing activities ( 41.2 ) 89.3 ( 197.1 )

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Cash and cash equivalents at the end of the period $ 60.7 $ 44.2 $ 37.5

Supplemental Cash flow information:

Cash paid for interest, net $ ( 54.3 ) $ ( 48.8 ) $ ( 38.9 )

Cash paid for income taxes $ ( 41.2 ) $ ( 47.3 ) $ ( 56.1 )

Supplemental disclosure of non-cash activity:

Non-cash activity:

Lease liabilities $ 30.8 $ 28.9 $ 30.0

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Net income — — — — 103.5 — 103.5

Other comprehensive income, net of tax — — — — — 36.0 36.0

Other comprehensive loss, net of tax — — — — — ( 27.4 ) ( 27.4 )

Dividends - $ 0.08 per share

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As of December 31, 2024 57,242,372 85.3 ( 82.2 ) 84.7 457.0 ( 69.9 ) 474.9

Net income — — — — 44.2 — 44.2

Net loss — — — — ( 70.1 ) — ( 70.1 )

Other comprehensive loss, net of tax — — — — — ( 2.4 ) ( 2.4 )

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• We do not retain effective control over the transferred financial assets.

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

In the Consolidated Statements of Operations, the loss on receivables sale is reflected in Other expense (income), net.

The Company values inventory at the lower of cost or net realizable value using the average cost method.

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If the carrying value of the reporting unit including goodwill exceeds its fair value, an impairment charge equal to the excess would be recognized up to a maximum amount of goodwill allocated to that reporting unit.

For 2024 and 2023, we performed qualitative impairment assessments of our reporting units, which indicated that the fair value of our reporting units was more likely than not greater than their carrying value including goodwill.

Based on this assessment, our historical assessment for impairment and forecasted demand for our products, a quantitative goodwill impairment test at September 30, 2024 was not necessary.

At September 30, 2025, we performed quantitative impairment assessments for each of our reporting units.

We determined goodwill in both segments was fully impaired therefore recorded an impairment charge.

Refer to Note H.

Goodwill and Intangible Assets for additional information.

Intangible Assets

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If the estimated fair value is less than the carrying value and our management considers the decline in value to be other-than-temporary, the excess of the carrying value over the estimated fair value is recognized in the Consolidated Financial Statements as an impairment.

We have investments in Kommanditgesellschaft Deutsche Gasrußwerke GmbH & Co and Kommanditgesellschaft Deutsche Gasrußwerke GmbH & Co , (together “DGW”), and Alpha Carbone which are accounted for using the equity method of investment.

Refer to Note S.

Related Parties for additional information.

Notes to the Consolidated Financial Statements

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When the period of time between the transfer of control of the goods and the time the customer pays for the goods is one year or less, we do not consider there to be a significant financing component associated with the contract.

We do not have contract assets or liabilities that are material.

Stock-based compensation

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Following the inception of a hedging relationship, hedge effectiveness is assessed quarterly based on qualitative factors, if applicable, or regression analysis.

We have cross-currency swap contracts designated as cash flow hedges to reduce our exposure to the foreign currency exchange risk associated with certain intercompany loans and debt denominated in currencies other than the functional currency of the issuer.

Under the terms of these contracts, we make interest payments in euros and receive interest in U.S.

Upon the maturities of these contracts, we will pay the principal amount of the loans in euros and receive U.S.

C ross-currency swap contracts —Cross-currency swap contracts are designated as cash flow hedges to reduce our exposure to the foreign currency exchange risk associated with certain intercompany loans and debt denominated in currencies other than the functional currency of the issuer.

Upon the maturities of the related debt, we will pay the principal amount of the loans in euros and receive U.S.

dollars from our counterparties.

Interest Rate Swaps —To hedge the variable interest rate Euro-denominated term loan, we may enter into interest rate swaps.

These contracts are designated as cash flow hedges.

We will pay the variable interest rate amounts and receive fixed interest rate amounts from our counterparties.

Net Investment Hedges —We enter into foreign currency derivatives and foreign currency denominated debt to reduce the volatility in stockholders’ equity resulting from changes in currency exchange rates of our foreign subsidiaries with respect to the U.S.

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For our foreign currency forward contracts, we amortize initial forward point values on a straight-line basis to Interest expense over the life of the hedging instrument.

We monitor on a quarterly basis for any overhedged positions requiring de-designation and re-designation of the hedge to remove such over-hedged condition.

We monitor on a quarterly basis for any over-hedged positions requiring de-designation and re-designation of the hedge to remove such over-hedged condition.

Fair Value of Financial Instruments

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An established hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of Orion.

Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Unobservable inputs are inputs that reflect our assumptions about the factors that market participants would use in valuing the asset or liability.

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Recently Adopted Accounting Standards

Segment— In November 2023, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment.

This ASU improves disclosures about a public entity’s reportable segments, including expanded segment expenses disclosure.

We adopted this standard on January 1, 2024 for the 2024 fiscal year, and for interim periods beginning January 1, 2025.

The adoption of this standard did not have a material impact to our Consolidated Financial Statements.

Refer to Note R.

Segment Financial Information for additional information .

Income Taxes— In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”) which improves the transparency of income tax disclosures by requiring specific categories in the income tax rate reconciliation and additional information for reconciling items that meet a quantitative threshold.

Further, ASU 2023-09 requires certain disclosures on income taxes paid disaggregated by jurisdiction.

ASU 2023-09 was effective for public entities for fiscal years beginning after December 15, 2024.

Entities may apply the amendments prospectively or may elect retrospective application.

On January 1, 2025, we adopted this ASU prospectively.

Refer to Note P.

Income Taxes for additional information .

Recently Issued Accounting Standards Not Yet Adopted

Interim Reporting— In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This ASU creates a comprehensive list of interim disclosures required under U.S.

GAAP and incorporates a disclosure principle that requires disclosures at interim periods when an event or change that has a material effect on an entity has occurred since the previous year end.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted.

The ASU may be applied prospectively or retrospectively.

We are currently assessing the impact of adoption of this new ASU.

However, we believe the adoption of this ASU will not materially impact our Consolidated Financial Statements.

Government Grants— In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832), Accounting for Government Grants Received by Business Entities.

This ASU adds guidance to the existing Accounting Standards Codification (“ASC”) 832, Government Assistance, on the recognition, measurement and presentation of a government grant received by a business entity.

This guidance leverages the principles in the accounting framework for government assistance in International Financial Reporting Standards (“IFRS’), specifically IAS 20, Accounting for Government Grants and Disclosure of Government Assistance ;

makes certain targeted improvements;

and modifies certain existing disclosure requirements in ASC 832.

The guidance is effective for annual reporting periods beginning after December 15, 2028 and interim periods within those annual reporting periods.

Early adoption is permitted.

We are currently assessing the impact of adoption of this new ASU.

However, we believe the adoption of this ASU will not materially impact our Consolidated Financial Statements.

Intangible Assets— In September 2025, the FASB issued ASU 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 amends certain aspects of the accounting for and disclosure of software costs, including when entities start capitalizing eligible costs.

This guidance also supersedes existing guidance on website development costs.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted.

We are currently assessing the impact of adoption this new ASU in our Consolidated Financial Statements .

Consolidated Statements of Operations— In November 2024, the FASB issued 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.

Notes to the Consolidated Financial Statements

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

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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.

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

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

• Establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

• Requires disaggregated information about a reporting entity’s effective tax rate reconciliation.

• Requires disaggregated information about a reporting entity’s information on income taxes paid.

• Requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

• Is effective for fiscal years beginning after December 15, 2026.

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 Note P.

Income Taxes.

Notes to the Consolidated Financial Statements

Accounts Receivable

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Allowance for credit losses as of January 1, $ ( 1.2 ) $ ( 1.2 )

Credit loss income and utilization — 0.4

Credit loss expense ( 0.1 ) —

Foreign currency translation effects ( 0.1 ) —

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Accounts Receivable Factoring Facilities ―For the fiscal years ended December 31, 2025 and 2024, the gross amounts of receivables sold were $ 456.3 million and $ 440.7 million, respectively.

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

For the fiscal years ended December 31, 2024 and 2023, the loss on receivables sale was $ 5.0 million and $ 4.4 million, respectively.

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

For the fiscal years ended December 31, 2025, 2024 and 2023, the loss on receivables sale were $ 5.3 million, $ 5.0 million, and $ 4.4 million, respectively.

Inventories, net of reserves, at December 31, are as follows:

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Raw materials, consumables and supplies, net $ 108.9 $ 103.9

Work in process 0.1 0.2

Finished goods, net 168.4 186.5

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Total $ 66.9 $ 54.2

Notes to the Consolidated Financial Statements

Other assets, at December 31, consist of the following components:

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Financial assets $ 14.6 $ 39.5

Restricted Cash 0.5 —

Miscellaneous other 5.5 2.0

Total $ 20.6 $ 41.5

Notes to the Consolidated Financial Statements

Property, Plant and Equipment

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Plant and machinery 1,494.9 1,339.7

Other equipment, furniture and fixtures, including Asset retirement obligation 51.0 46.2

Other equipment, furniture and fixtures, including Asset retirement 60.6 51.0

Construction in progress 292.2 215.9

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Depreciation expense was $ 105.9 million, $ 101.5 million and $ 92.4 million for fiscal years ending December 31, 2025, 2024 and 2023, respectively.

During the year ended December 31, 2025, we adjusted the construction timeline of the La Porte facility to better reflect end market conditions, including a protracted domestic adoption rate of electric vehicles.

As of December 31, 2025, a total of $ 175 million has been capitalized as Construction in Progress, including Asset Retirement Cost, related to this project.

Orion has entered into lease contracts as a lessee and is not acting as a lessor.

The vast majority of Orion’s lease contracts are for operating assets such as rail cars, company cars, offices and office equipment, etc.

Orion’s lease contracts are for operating assets such as rail cars, company cars, offices and office equipment, etc.

Lease costs for the years ended December 31, are as follows:

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Total $ 29.6 $ 27.6 $ 23.3

Notes to the Consolidated Financial Statements

ROU assets and lease liabilities related to operating and finance leases reflected in the Consolidated Balance Sheets, at December 31, are as follows:

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(1) Reflected in Current and Other liabilities in the Consolidated Balance Sheets.

As of December 31, 2025, a total of $ 13.3 million has been capitalized as Finance lease related to the La Porte facility project.

For further information, see Note F.

Property, Plant and Equipment above.

The weighted remaining average minimum lease period for finance and operating leases are 15.3 years and 7.7 years, respectively.

Notes to the Consolidated Financial Statements

Maturities of operating and finance lease liabilities are as follows:

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The weighted average discount rate applied to the lease liabilities for finance and operating leases are 4.8 % and 5.7 %, respectively.

Notes to the Consolidated Financial Statements

Goodwill and Intangible Assets

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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 December 31, 2025 (1)

$ 28.6 $ 42.9 $ 71.5

(1) At December 31, 2025, accumulated goodwill impairment was $ 80.8 million.

In the third quarter of 2025, we performed our quantitative impairment assessments for each of our two reporting units at September 30, 2025.

For our quantitative assessments, 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 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, mainly related to a decline in the trading price of our Common Stock and our market capitalization, 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.

In our Rubber reporting unit, elevated levels of low value tire imports from Asia during 2025 have directly 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 assessments for each of our two reporting units at September 30, 2025.

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

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

There was no goodwill impairment charge in 2024 or 2023.

Intangible Assets

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Accrued liabilities for restructuring 2.0 2.2

Environmental reserves 1.8 2.3

Provision for emissions 12.9 —

Other accrued liabilities 9.2 8.8

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Liabilities for asset retirement obligation 12.2 11.4

Environmental reserve 0.6 0.7

Long-term lease liabilities (refer to Note G.

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In September 2021, Orion entered into the Ninth Amendment to the Credit Agreement, which includes an amended and restated term loan agreement (the “Term Loans”).

The Term Loan facility was allocated to a term loan facility denominated in U.S.

dollars of $ 300 million and denominated in euros of € 300 million with both having a maturity date of September 2028, replacing the Prior Term Loans.

The Terms Loans facility was allocated to a term loan facility denominated in U.S.

dollars of $ 300 million and a term loan facility denominated in euros of € 300 million with both having a maturity date of September 2028, replacing the Prior Term Loans.

Interest is calculated based on three months EURIBOR (for the euro-denominated loan) plus a margin of 2.50 %, or three-month USD-LIBOR (for the USD-denominated loan) plus a margin of 2.25 %.

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dollar LIBOR after June 30, 2023 (“LIBOR cessation date”), in May 2023, the Company entered into the Eleventh Amendment to the Credit Agreement to update the referenced floating benchmark rate.

dollar loan, three-month USD-LIBOR was replaced by USD Term SOFR 3M + CAS (Credit Adjustment Spread) effective for all interest rate periods after June 30, 2023.

dollar loan, the three-month USD-LIBOR was replaced by USD Term Secured Overnight Financing Rate (“SOFR”) 3M + CAS (Credit Adjustment Spread) effective for all interest rate periods after June 30, 2023.

The Term Loans include a sustainability-linked margin adjustment that applies to both the euro and U.S.

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For the period from 2026 to 2028, a margin step-up by 5 or 10 basis points would occur if Orion does not maintain the reduced emissions profile of one or both targets.

During 2024, the Company received a 10 basis point interest rate reduction on its sustainability linked Term-Loan because it met 2023 emissions target.

In connection with the September 2021 modification of the Term Loan, Orion incurred approximately $ 7.8 million of refinancing costs of which $ 2.8 million of loan origination costs were capitalized and $ 5.0 million of other fees were directly expensed.

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Interest is payable quarterly, beginning June 2022.

The agreement restricts OECCL’s ability to make external investments, repay intercompany loan or distribute dividends.

The agreement restricts OECCL’s ability to make external investments, repay intercompany loans or distribute dividends.

The principal repayments under the agreement are:

2 % in 2024, 10 % in 2025 and 22 % each year thereafter, concluding in June 2029.

The China Term-Loan is secured with the Huaibei facility’s land, construction in progress, and buildings as collateral.

The China Term-Loan is secured with the Huaibei facility’s land and buildings as collateral.

As of December 31, 2025, we have drawn $ 52.4 million on the facility.

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In May 2022, we added an additional € 100 million of capacity to our Prior RCF which expands our facility to € 350.0 million.

In October 2023, Orion entered into the Thirteenth Amendment to the Credit Agreement, which amended and restated our revolving credit facility (as amended and restated, the “RCF”) and extended the maturity to September 2028.

In October 2023, Orion entered into the Thirteenth Amendment to the Credit Agreement, which amended and restated our RCF and extended the maturity to September 2028.

We voluntarily reduced the borrowing capacity under the RCF from € 350 million to € 300 million.

Interest is calculated based on EURIBOR plus a 1.65 % - 3.30 % margin (depending on leverage ratio).

In September 2025, Orion entered into the Fourteenth Amendment to the Credit Agreement, which amended and restated our RCF.

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

Under the Fourteenth Amendment, Net Leverage, as defined in the Credit Agreement, is not permitted to exceed 5.0 x on or before December 31, 2026 and 4.5 x thereafter.

We incurred approximately $ 4.9 million of costs in connection with the Fourteenth RCF Amendment.

Notes to the Consolidated Financial Statements

In February 2026, Orion entered into the Fifteenth Amendment to the Credit Agreement, which amended and restated our RCF.

Under the amended RCF, Net Leverage, as defined in the Credit Agreement is as follows:

Net Leverage at

March 31, 2026 5.5 x

September 30, 2026 6.25 x

December 31, 2026 6.50 x

June 30, 2027 6.00 x

September 30, 2027 5.50 x

December 31, 2027 5.00 x

June 30, 2028 4.50 x

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

We incurred approximately $ 4.4 million of costs in connection with the Fifteenth RCF Amendment.

The RCF includes a sustainability-linked margin adjustment.

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greenhouse gas intensity and environmental, social and governance rating from EcoVadis, a provider of corporate sustainability rating.

Other provisions of the Credit Agreement relating to the RCF remained unchanged, including the commitment fee, which remains at 35 % of the interest margin or 1.0 % at December 31, 2024.

As of December 31, 2024 and 2023, there were no borrowings under the RCF.

Other provisions of the Credit Agreement relating to the RCF substantially remained unchanged, including the commitment fee, which remains at 35 % of the interest margin or 1.2 % at December 31, 2025.

As of December 31, 2025, there were $ 58.8 million borrowings under the RCF.

As of December 31, 2024, there were no borrowings under the RCF.

Letters of credit can be issued for the amount available under the RCF and ancillary facilities.

The weighted average interest rates on the utilized RCF and ancillary facilities as of December 31, 2025 and 2024 were 5.1 % and 5.7 %, respectively.

Notes to the Consolidated Financial Statements

For the years ended December 31, 2025 and 2024, amortized transaction costs were $ 1.1 million and $ 0.7 million, respectively.

Amortized transaction costs in 2023 included the release of $ 0.5 million from Prior RCF.

Unamortized transaction costs included in the Consolidated Balance Sheets, as of December 31, 2025 and 2024, were approximately $ 6.7 million and $ 2.6 million, respectively.

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The general terms of the ancillary credit facilities are linked to the terms in the RCF.

Korea Working Capital Loans — For working capital flexibility, we have a local facility of ₩ 67.5 billion ($ 45.8 million).

Korea Working Capital Loans — For working capital flexibility, we have a committed local facility of ₩ 52.5 billion ($ 36.4 million).

As of December 31, 2025, we have outstanding borrowings of ₩ 25.0 billion ($ 17.3 million).

In the Consolidated Statements of Cash Flows, this loan is reflected in Cash inflows related to current financial liabilities .

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

China Working Capital Loans — For working capital flexibility in Qingdao, we have a local facility of CNY 50.0 million ($ 7.1 million).

As of December 31, 2025 and 2024, we have drawn CNY 50.0 million ($ 7.1 million) and CNY 49.2 million ($ 6.8 million), respectively.

For working capital flexibility in Huaibei, in October 2024, we began drawings from a facility agreement totaling $ 10.0 million.

As of December 31, 2024, we have drawn $ 4.9 million ( CNY 36.0 million).

For working capital flexibility in Huaibei, we have a local facility of CNY 71.8 million ($ 10.3 million).

As of December 31, 2025 and 2024, we have drawn CNY 70.0 million ($ 10.0 million) and CNY 36.0 million ( $ 4.9 million ), respectively .

In the Consolidated Statements of Cash Flows, these loans are reflected in Cash inflows related to current financial liabilities .

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

Repurchase Agreement —On August 23, 2024, we entered into a repurchase agreement to sell European Emission Allowance (“EUA”) certificates.

Under the agreement, we sold 500 thousand EUA certificates for € 35.1 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 June 25, 2025 for € 36.5 million.

These borrowings approximated their carrying values due to the short-term nature of these instruments.

Notes to the Consolidated Financial Statements

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 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.

• On January 21, 2026, we sold approximately 320 thousand EUA certificates for € 27.1 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 July 27, 2026 for € 27.5 million.

• On January 21, 2026, we sold 186 thousand EUA certificates for € 15.8 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 July 27, 2026 for € 16.0 million.

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

At December 31, 2024, the amount outstanding, including accrued interest, was $ 37.0 million.

At December 31, 2025, the amount outstanding, including accrued interest, was € 37.0 million ($ 43.5 million).

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

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Covenant Compliance

The Credit Agreement contains certain non-financial covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to (i) incur additional debt, (ii) pay dividends, repurchase stocks or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) to pay dividends or to make other payments to the Company, (vi) enter into affiliate

Notes to the Consolidated Financial Statements

transactions, (vii) engage in sale and leaseback transactions, and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets.

The Credit Agreement contains certain non-financial covenants that, among other things, limit the Company’s ability and the ability of certain of its subsidiaries to (i) incur additional debt, (ii) pay dividends, repurchase stock or make certain other restricted payments or investments, (iii) incur liens, (iv) sell assets, (v) to pay dividends or to make other payments to the Company, (vi) enter into affiliate transactions, (vii) engage in sale and leaseback transactions, and (viii) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets.

These covenants are subject to significant exceptions and qualifications.

In addition, there is one financial covenant under the amended RCF that will be tested when RCF utilization (including debt drawn under ancillary credit facility lines) exceeds 50 %, which is that net leverage, as defined in the Credit Agreement, is not permitted to exceed 4.0 x.

As of December 31, 2025 and 2024, we were in compliance with our debt covenants.

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No significant concentration of credit risk existed as of December 31, 2025 and 2024.

Notes to the Consolidated Financial Statements

Cash flow hedge

On November 14, 2017 the Company acquired floored forward interest rate swaps to hedge interest rate risk on current euro-denominated term loan financing.

On May 15, 2018 the Company entered into a $ 235.0 million cross-currency swap to hedge both foreign exchange rate and interest rate risk on current USD-denominated term loan financing which replaced the USD-denominated Caps terminated on May 14, 2018.

Both of these instruments were designated as accounting hedges at the time we entered into the transactions.

Interest rate swaps— On November 14, 2017 the Company acquired floored forward interest rate swaps to hedge interest rate risk on current euro-denominated term loan financing.

In July 2024 our interest rate swap expired and was not renewed.

There were no material transactions recorded as a result of the expiration.

In April 2025, to hedge the variable interest rate Euro-denominated term loan, the Company entered into two interest rate swaps aggregating to € 200.0 million.

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.

Cross currency swap— On May 15, 2018 the Company entered into a $ 235.0 million cross-currency swap to hedge both foreign exchange rate and interest rate risk on current USD-denominated term loan financing which replaced the USD-denominated Caps terminated on May 14, 2018.

Both of these instruments were designated as accounting hedges at the time we entered into the transactions.

In September 2021, the Company restructured its previously existing cross-currency swaps in the amount of $ 197 million, to align with terms of the new U.S.

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At both December 31, 2025 and 2024, the fair values of Cash and cash equivalents and restricted cash, Accounts receivable, net, Accounts payable and Accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

The carrying amounts of our variable rate debt approximate the fair values due to variable interest rates with short reset periods.

The carrying amounts of our variable rate debt approximates the fair value due to variable interest rates with short reset periods at December 31, 2024.

The following tables summarize the pre-tax effect of derivative and non-derivative instruments recorded in Accumulated other comprehensive loss (“AOCI”), the gains (losses) reclassified from AOCI to earnings and additional gains (losses) recognized directly in earnings:

56 unchanged sentences

Employer contributions 0.5 0.5

Benefits paid ( 0.3 ) —

Settlement — ( 0.4 )

4 unchanged sentences

These insurance policies do not have a quoted market price.

The actual return on plan assets amounted to $ 0.2 million and $ 0.2 million for the years ended December 31, 2024 and 2023, respectively.

The actual return on plan assets were $ 0.2 million each for the years ended December 31, 2025 and 2024.

Net Unfunded Status December 31

69 unchanged sentences

The RSUs vesting period is ratably over three years starting on January 1 in the year of the grant.

In certain instances, we issue RSU as sign-on incentives and one-time grants for employees.

These RSUs vest over a three-year period and on a cliff vesting basis vesting occurs on the anniversary of the grant.

In certain instances, we issue RSUs as sign-on incentives and other one-time grants for employees.

These RSUs vest over a three-year period either ratably or on a cliff vesting basis.

Vesting typically occurs on the anniversary of the grant or date of hire.

Restricted Stock— Certain members of our Board of Directors receive compensation in form of Restricted Stock (“RS”) in accordance with our 2023 Non-employee Director Plan.

13 unchanged sentences

During 2024 and 2023 we granted 348,857 and 594,922 performance-based units, respectively, with a per unit weighted-average grant-date fair value of $ 18.99 and $ 29.62 , respectively.

The 2022 PSU awards based on relative TSR and other metrics will be paid out at a multiple of 1.0 X.

The 2023 PSU awards based on relative TSR and other metrics will be paid out at a multiple of approximately 0.5 X.

Restricted Stock Units

14 unchanged sentences

Notes to the Consolidated Financial Statements

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss

Changes in each component of AOCI, net of tax, for fiscal 2025, 2024 and 2023, are as follows:

22 unchanged sentences

We were no t outside of the 10% corridor for 2025 or 2024.

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.

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

Earnings (Loss) Per Share

Basic Earnings (loss) per share is computed by dividing net income attributable to the Company by the weighted average number of Common stock outstanding during the period.

Diluted Earnings (loss) per share equals net income attributable to the Company 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 Earnings (loss) per share computations:

Years Ended December 31,

Dollars in millions, shares in thousands and per share amount in dollars 2025 2024 2023

Net income for the period - attributable to ordinary equity holders of the parent $ 44.2 $ 103.5 $ 106.2

Net income (loss) $ ( 70.1 ) $ 44.2 $ 103.5

Weighted average number of ordinary shares 56,324 58,223 58,995

Basic EPS $ 0.76 $ 1.75 $ 1.74

Basic Earnings (loss) per share $ ( 1.24 ) $ 0.76 $ 1.75

Dilutive effect of share-based payments — 150 985

Weighted average number of diluted ordinary shares 56,324 58,373 59,980

Diluted EPS $ 0.76 $ 1.73 $ 1.73

Diluted Earnings (loss) per share $ ( 1.24 ) $ 0.76 $ 1.73

Notes to the Consolidated Financial Statements

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(1) Domestic refers to Germany.

The following table presents the components of income before income taxes for continuing operations for fiscal years 2024, 2023 and 2022 is as follows:

The following table presents the components of income before income taxes for continuing operations for fiscal years 2025, 2024 and 2023:

Years Ended December 31,

3 unchanged sentences

Foreign ( 17.4 ) 48.4 44.7

Income before income taxes $ 53.9 $ 163.8 $ 157.7

Income (loss) before income taxes $ ( 34.8 ) $ 53.9 $ 163.8

(1) Domestic refers to Germany.

A statutory corporate income tax rate of 15.00 % was used to calculate the current and deferred taxes for the German entities.

A solidarity surcharge of 0.825 % and a trade tax rate of 16.18 %, for the years ended December 31, 2024, 2023 and 2022, respectively, were also reflected in the calculation.

As a result, the overall statutory income tax rate for the German entities was 32.00 %, for the years ended December 31, 2024, 2023 and 2022.

The current and deferred taxes for the non-German entities were calculated using their respective country-specific tax rates.

The overall statutory income tax rate for the German entities was 32.00 %, for the years ended December 31, 2025, 2024 and 2023, which includes a corporate income tax rate of 15.0 %, a solidarity surcharge of 0.8 % and a trade tax rate of 16.2 %.

Our effective income tax rate fluctuates based on, among other factors, changes in pre-tax income in countries with varying statutory tax rates, changes in valuation allowances, the amount of tax-free income, and impact of non-deductible expenses.

Notes to the Consolidated Financial Statements

The following table reconciles the expected tax expense (benefit) at the German statutory tax rate of 32.0 % as calculated for the years ended December 31, 2024, 2023 and 2022.

Years Ended December 31,

2024 2023 2022

The following tables reconcile the expected tax expense (benefit) at the German statutory tax rate of 32.0% calculated for the year ended December 31,:

(In millions) %

Loss before income taxes ( 34.3 )

Expected income tax thereon 11.1 32 %

Goodwill impairment ( 3.3 ) ( 9 ) %

Other permanent differences 2.6 7 %

Uncertain tax positions ( 2.7 ) ( 8 ) %

Other 2.7 8 %

Foreign tax effects

Effects from tax rate differences ( 1.1 ) ( 3 ) %

Goodwill impairment 4.5 13 %

Other ( 0.3 ) ( 1 ) %

Effects from tax rate differences ( 7.5 ) ( 21 ) %

Goodwill impairment 16.9 48 %

Cross border impacts 3.7 11 %

Foreign tax credit 14.1 40 %

Valuation allowance ( 6.4 ) ( 18 ) %

Other ( 2.0 ) ( 6 ) %

Effects from tax rate differences ( 1.0 ) ( 3 ) %

Goodwill impairment ( 2.1 ) ( 6 ) %

Valuation allowance ( 1.0 ) ( 3 ) %

Other ( 0.6 ) ( 2 ) %

Effects from tax rate differences ( 2.7 ) ( 8 ) %

Goodwill impairment ( 13.8 ) ( 40 ) %

Other ( 1.3 ) ( 4 ) %

Effects from tax rate differences ( 1.7 ) ( 5 ) %

Changes in tax loss ( 9.4 ) ( 27 ) %

Valuation allowance 7.3 21 %

Other ( 2.5 ) ( 7 ) %

Effects from tax rate differences ( 5.4 ) ( 16 ) %

Goodwill impairment ( 8.1 ) ( 23 ) %

Other 0.6 2 %

Effects from tax rate differences ( 1.1 ) ( 3 ) %

Goodwill impairment ( 4.3 ) ( 12 ) %

Tax loss carry forward 2.0 6 %

Valuation allowance ( 3.3 ) ( 9 ) %

Other ( 1.4 ) ( 4 ) %

Effects from tax rate differences ( 7.3 ) ( 21 ) %

Goodwill impairment ( 15.3 ) ( 44 ) %

Other ( 0.1 ) — %

Effects from tax rate differences ( 1.3 ) ( 4 ) %

Valuation allowance ( 7.3 ) ( 21 ) %

Other ( 0.1 ) — %

Effects from tax rate differences 4.1 12 %

Goodwill impairment 7.0 20 %

Other 2.0 6 %

Effective tax expense ( 35.8 ) ( 104 ) %

Notes to the Consolidated Financial Statements

(In millions)

Income before income taxes $ 53.9 $ 163.8

13 unchanged sentences

The 2025 effective income tax rate was ( 104.4 )% compared with 18.0 % in 2024.

The decrease in the effective tax rate was mainly due to the release of uncertain tax positions and changes in U.S.

international tax laws.

Those were partially offset by the effects of valuation allowances on tax losses and nondeductible expenses.

The change in the effective tax rate was mainly driven by the negative tax effects from the goodwill impairment, non-deductible expenses and valuation allowances.

Those were partially offset by US tax refunds and tax-free income.

For the tax year ended December 31, 2025, additional valuation allowances were established primarily related to certain foreign net operating losses and other deferred tax assets.

2 unchanged sentences

Non-deductible expenses and non-deductible taxes were analyzed and resulted in additional income tax.

Notes to the Consolidated Financial Statements

Differences resulting from differing treatment of items for tax and accounting purpose, the net operating loss, and tax credit carryforwards result in deferred tax assets and liabilities.

11 unchanged sentences

Total deferred tax assets 159.6 149.8

Deferred tax asset valuation allowances ( 50.5 ) ( 40.1 )

Valuation allowances ( 67.3 ) ( 50.5 )

Net deferred tax assets $ 92.3 $ 99.3

6 unchanged sentences

Net deferred tax assets / (liabilities) $ ( 7.5 ) $ ( 14.9 )

Notes to the Consolidated Financial Statements

Our net deferred tax assets and liabilities reflected in our balance sheet are as follows:

13 unchanged sentences

As of January 1, $ 50.5 $ 40.1 $ 38.1

Additions for Tax Credits 6.4 — —

Additions for Loss carryforwards 12.8 10.6 6.0

Additions for Interest carryforwards 0.3 — —

Additions Other 2.6 0.2 0.2

Reduction for Tax Credits — — ( 4.2 )

Reduction for Loss and Interest carryforwards ( 5.3 ) ( 0.4 ) ( 4.2 )

As of December 31, $ 67.3 $ 50.5 $ 40.1

Notes to the Consolidated Financial Statements

The following table provides detail surrounding the expiration dates of the gross amount of tax loss carryforwards and tax credits:

6 unchanged sentences

Total $ 242.4 $ 26.2

We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of most of our foreign subsidiaries that would incur incremental tax consequences upon the distribution of such earnings.

As of December 31, 2024, we did not provide for deferred taxes on earnings of most of our foreign subsidiaries that are indefinitely reinvested.

As of December 31, 2025, we did not provide for deferred taxes on earnings of most of our foreign subsidiaries because they are indefinitely reinvested.

If we were to make a distribution from the unremitted earnings of these subsidiaries, we could be subject to taxes in various jurisdictions.

1 unchanged sentence

If our expectations were to change regarding future tax consequences, we may be required to record additional deferred taxes that could have a material effect on our consolidated financial statements.

Deferred tax liabilities amounting to $ 0.1 million, (2023:

$ 0.1 million, 2022:

$ 1.4 million) were recognized for certain subsidiaries for which we are not indefinitely reinvested, and a dividend distribution is expected in the future.

Tax uncertainties

We had no tax benefit relating to uncertain tax positions unrecognized as of December 31, 2024.

Tax benefits totaling $ 13.3 million and $ 11.6 million relating to uncertain tax positions were unrecognized as of December 31, 2023 and 2022, respectively.

Notes to the Consolidated Financial Statements

Liabilities for uncertain tax positions

We had a $ 4.7 million liability relating to uncertain tax positions unrecognized as of December 31, 2025.

The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits:

6 unchanged sentences

Balance at end of the year $ 4.7 $ — $ 13.3

As per December 31, 2024 we released all uncertain tax positions in a total amount of $ 13.3 million and related interest and penalties and associated interest and penalties.

We did not accrue anything for interest and penalties as of December 31, 2024.

We accrued $ 4.4 million and $ 4.0 million for interest and penalties as of December 31, 2023 and 2022, respectively.

The $ 4.7 million unrecognized tax liability would not impact our effective income tax rate if it were recognized.

Tax related interest and penalties are included interest expenses and other expenses and we accrued $ 1.0 million, none , and $ 4.4 million for interest and penalties as of December 31, 2025, 2024 and 2023, respectively.

Orion and certain subsidiaries are under audit in several jurisdictions.

In 2024, the audits in Germany for periods 2011-2017 had been closed and an audit in France has been initiated.

In 2025, tax audits in Germany, Italy, South Korea and China had been initiated.

It is reasonably possible that our existing liabilities for unrecognized tax benefits may increase in future, primarily due to the progression of open audits.

We cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits.

Notes to the Consolidated Financial Statements

The following table provides detail surrounding the cash paid for income taxes:

(In millions)

Germany $ 10.8

Cash paid for income taxes $ 41.2

Commitments and Contingencies

8 unchanged sentences

The outcome of legal proceedings is inherently uncertain, and we offer no assurances as to the outcome of any of these matters or their effect on the Company.

Based on a 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 impact the Consolidated Financial Statements.

Loss due to misappropriation of assets, net —On August 10, 2024, the Company determined that a Company employee, who is not a Named Executive Officer, was the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties.

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 impact the Consolidated Financial Statements.

Notes to the Consolidated Financial Statements

Loss (recovery) due to misappropriation of assets, net —On August 10, 2024, the Company determined that a Company employee, who is not a Named Executive Officer, was the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties.

As a result of this incident, we recognized a one-time pre-tax charge of approximately $ 55.7 million, net of recoveries, for the unrecovered fraudulently induced wire transfers.

3 unchanged sentences

In addition, we incurred $ 3.6 million of professional fees in connection with our investigations.

Together, the amount of $ 59.3 million is reported in Loss due to misappropriation of assets, net in our Condensed Consolidated Statements of Operations.

The tax benefit related to Loss due to misappropriation of assets, net was $ 16.4 million.

Together, the amount of $ 59.3 million is reported in our Consolidated Statements of Operations.

In 2024, we recorded tax benefit of $ 16.4 million.

In 2025, we recovered $ 9.2 million (€ 7.9 million) and incurred $ 2.3 million of professional fees, which was reported in Loss (recovery) due to misappropriation of assets, net in our Consolidated Statements of Operations.

Pledges and guarantees

1 unchanged sentence

As of December 31, 2025, the Company had guarantees totaling $ 32.9 million issued by various financial institutions.

Notes to the Consolidated Financial Statements

Segment Financial Information

9 unchanged sentences

Our CODM uses Adjusted EBITDA as the primary measure for reviewing our segment profitability.

We define Adjusted EBITDA as Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, Loss due to misappropriation of assets, net, etc.) plus Earnings in affiliated companies, net of tax.

We define Adjusted EBITDA as Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, Loss (recovery) due to misappropriation of assets, net, Goodwill impairment, etc.) plus Earnings in affiliated companies, net of tax.

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

5 unchanged sentences

Cost of Sales 969.2 477.7 — 1,446.9

Gross Profit 276.9 151.9 — 428.8

Selling, general and administrative expenses 139.5 90.1 1.1 230.7

Loss due to misappropriation of assets, net — — 59.3 59.3

Loss (recovery) due to misappropriation of assets, net — — ( 6.9 ) ( 6.9 )

Goodwill impairment 32.3 48.5 — 80.8

Other segment items 13.8 13.9 — 27.7

Income (loss) from operations 110.5 51.5 ( 59.3 ) 102.7

LTIP and other non-operating charges 6.6 6.5 1.1 14.2

Loss due to misappropriation of assets, net — — 59.3 59.3

Loss (recovery) due to misappropriation of assets, net — — ( 6.9 ) ( 6.9 )

Goodwill impairment 32.3 48.5 — 80.8

Equity in earnings of affiliated companies, net of tax 0.5 — — 0.5

5 unchanged sentences

Cost of Sales 954.3 494.4 — 1448.7

Gross Profit 290.7 160.3 — 451.0

Selling, general and administrative expenses 152.1 84.7 1.0 237.8

Loss (recovery) due to misappropriation of assets, net — — 59.3 59.3

Other segment items 14.3 15.7 ( 1.0 ) 29.0

Income (loss) from operations 143.5 61.1 0.7 205.3

LTIP and other non-operating charges 7.2 7.1 — 14.3

Loss (recovery) due to misappropriation of assets, net — — 59.3 59.3

Equity in earnings of affiliated companies, net of tax 0.6 — — 0.6

5 unchanged sentences

Cost of Sales 992.6 450.3 — 1442.9

Gross Profit 248.1 200.7 — 448.8

Selling, general and administrative expenses 135.0 85.7 1.2 221.9

Other segment items 12.2 13.5 ( 1.9 ) 23.8

Income (loss) from operations 99.4 99.8 ( 2.1 ) 197.1

LTIP and other non-operating charges 7.2 7.0 ( 0.7 ) 13.5

9 unchanged sentences

(In millions)

Income before earnings in affiliated companies and income taxes $ 53.3 $ 163.3 $ 157.2

Income (loss) before earnings in affiliated companies and income taxes $ ( 34.8 ) $ 53.3 $ 163.3

LTIP and other non-operating charges 14.2 14.3 13.5

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 131.9 125.3 113.0

Loss due to misappropriation of assets, net

Loss (recovery) due to misappropriation of assets, net

Misappropriation of assets, net ( 9.2 ) 55.7 —

Professional fees related to misappropriation of assets 2.3 3.6 —

Goodwill impairment 80.8 — —

Equity in earnings of affiliated companies, net of tax 0.5 0.6 0.5

19 unchanged sentences

Germany 165.4 168.3 189.5

South Africa 66.8 69.5 71.4

Czech Republic 74.3 57.7 49.4

Italy 82.1 83.6 84.8

Poland 56.3 54.7 59.9

South Africa 52.4 66.8 69.5

Spain 47.6 53.3 52.8

Turkey 43.7 47.7 56.4

France 46.4 46.2 52.8

Rest of EMEA 316.8 347.2 298.6

4 unchanged sentences

Total $ 1,806.7 $ 1,877.5 $ 1,893.9

For the year ended December 31, 2024, one customer in the Rubber segment, aggregating to approximately $ 280.1 million, accounted for 10% or more of consolidated revenue.

For the years ended December 31, 2023 and 2022, two customers in the Rubber segment, aggregating to approximately $ 466.5 million and $ 480.2 million, respectively, accounted for 10% or more of consolidated revenue.

The Company determines its reportable geographic regions based on the location of the customer.

For 2025, due to a change in geographic sales concentration, Czech Republic and Poland are now presented separately, and Turkey and France are included within the ‘Rest of EMEA’ line item.

To maintain comparability, prior period amounts in the table above have been reclassified to conform to the current year presentation.

Notes to the Consolidated Financial Statements

Net sales to top ten customers Years Ended December 31,

2024 2023 2022

(In millions)

Rubber segment 804.1 829.8 864.1

Specialty segment 165.4 161.4 177.0

For the years ended December 31, 2025 and 2023, two customers in the Rubber segment, aggregating to approximately $ 459.4 million and $ 466.5 million, respectively, accounted for 10% or more of consolidated revenue.

For the year ended December 31, 2024, one customer in the Rubber segment, aggregating to approximately $ 280.1 million, accounted for 10% or more of consolidated revenue.

Long-lived tangible assets (1)

16 unchanged sentences

Related parties include key management personnel having authority and responsibility for planning, directing and monitoring the activities of the Company directly or indirectly and their close family members.

In the normal course of business, Orion from time to time receives services from, or sells products to, related unconsolidated parties, in transactions that are either not material or approved in accordance with our Related Party Transaction Approval Policy.

In the normal course of business, the Company from time to time receives services from, or sells products to, related unconsolidated parties, in transactions that are either not material or approved in accordance with our Related Party Transaction Approval Policy.

As of December 31, 2025, related parties primarily includes our joint venture that is accounted for using the equity method of accounting, “Deutsche Gaßrußwerke” (DGW).

12 unchanged sentences

We invested approximately $ 0.3 million (€ 0.3 million) in shares of AC and agreed to contribute, in 12 installments through 2025, $ 7.9 million (€ 6.7 million) in convertible bonds.

In 2024, we contributed $ 2.8 million (€ 2.7 million) in a convertible bond.

In 2025 and 2024, we contributed $ 4.1 million (€ 3.5 million) and $ 2.8 million (€ 2.7 million), respectively in a convertible bond.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 8. Financial Statements and Supplementary Data