What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-20 · 46 added, 34 removed, 171 unchanged (32% of the section changed)

2 unchanged sentences

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act.

Based on that evaluation and the remediation of the material weakness in internal controls over financial reporting described below, the CEO and the CFO have concluded that our disclosure controls and procedures are effective in ensuring that material information that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as of December 31, 2024.

Based on that evaluation, the CEO and the CFO have concluded that our disclosure controls and procedures are effective in ensuring that material information that is required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as of December 31, 2025.

Management’s Annual Report on Internal Control over Financial Reporting

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Based on that assessment and discussion with the Company's Audit Committee, management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.

Material Weakness in Internal Control over Financial Reporting

During the quarter ended September 30, 2024, we determined a material weakness existed over our control over manual wire transfers.

Specifically, although we believe our internal controls, as designed, were adequate to prevent or detect unauthorized wire transfers, the control did not operate effectively to safeguard the Company’s assets.

To address the identified material weakness, management implemented the following remedial measures:

• implemented additional processes and controls over the cash disbursement process,

• enhanced management’s quarterly sub-certifications related to the cash disbursement process and increasing the certifiers’ awareness of its financial reporting implications,

• provided training to employees on appropriate cash disbursement practices and procedures, and

• we have and will continue to promote ethical conduct, timely escalation of concerns and communication with employees.

Subsequent to the implementation of these remedial measures, the Company’s controls operated for a sufficient period of time to allow management to conclude, through testing, that the controls are operating effectively, and accordingly, management determined that as of December 31, 2024, the material weakness has been fully remediated.

Audit Report of the Independent Registered Public Accounting Firm

3 unchanged sentences

Other Information

Credit Agreement Amendment

On February 13, 2026, Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany and an indirect, wholly owned subsidiary of Orion S.A.

(the “Company”), the other loan parties thereto, Goldman Sachs Bank USA, in its capacity as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and UniCredit Bank GmbH as sole coordinator, book runner and mandated lead arranger entered into that certain fifteenth amendment (the “Fifteenth Amendment”), which amends the credit agreement originally dated as of July 25, 2014 (as amended, restated, supplemented or otherwise modified) by and among the Borrowers (as defined therein), the Guarantors (as defined therein) from time to time party thereto, the several banks, other financial institutions and institutional investors from time to time party thereto and the Administrative Agent (the “Existing Credit Agreement” and, as amended by the Fifteenth Amendment, the “Credit Agreement”).

Pursuant to the Fifteenth Amendment, the Loan Parties (as defined in the Credit Agreement) and the other parties thereto amended the Credit Agreement to, among other things, (a) reset the First Lien Leverage Ratio (as defined in the Credit Agreement) financial covenant to:

(i) 5.50 to 1.00 in respect of the Test Periods ending March 31, 2026 and June 30, 2026, (ii) 6.25 to 1.00 in respect of the Test Period ending September 30, 2026, (iii) 6.50 to 1.00 in respect of the Test Periods ending December 31, 2026 and March 31, 2027, (iv) 6.0 to 1.00 in respect of the Test Period ending June 30, 2027, (v) 5.50 to 1.00 in respect of the Test Period ending September 30, 2027, (vi) 5.00 to 1.00 in respect of the Test Periods ending December 31, 2027 and March 31, 2028, and (vii) 4.50 to 1.00 in respect of the Test Periods ending June 30, 2028 and thereafter;

and (b) adding a condition to the First Lien Leverage Ratio financial covenant that that the Loan Parties may not repurchase any capital stock of the Company unless the First Lien Leverage Ratio would not exceed 2.50 to 1.00 on a pro forma basis and no default or event of default exists or would result therefrom.

The foregoing description of the Fifteenth Amendment and the Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Fifteenth Amendment, a copy of which is filed as Exhibit 10.16 to this Annual Report on Form 10-K and incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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/s/ Ernst & Young LLP

Houston, Texas

February 17, 2026

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Painter 63 Chief Executive Officer

Jeffrey Glajch 62 Chief Financial Officer

Puckett 56 Chief Financial Officer

Sandra Niewiem 49 Senior Vice President, Global Specialty Carbon Black and EMEA Region

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61 Senior Vice President, Global Operations

Painter - Mr.

Painter became the CEO of the Company in September 2018.

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He is a Certified Professional Engineer and holds a Bachelor of Science degree in chemical engineering from Carnegie-Mellon University.

Jeffrey Glajch - Mr.

Glajch joined the Company on April 18, 2022, as Chief Financial Officer.

Glajch has over 35 years of experience leading corporate finance and accounting and control functions for both public and private companies.

Prior to joining the Company, he served as CFO and Corporate Secretary at Graham Corporation from 2009 to 2022, a NYSE listed company, which is a leading designer and manufacturer of vacuum and heat transfer equipment for energy markets, process industries and the U.S.

Prior to joining the Graham Corporation, he held senior financial roles at a number of public and private companies.

Glajch is on the advisory board of M42, a private AI company.

He has previously served on numerous non-profit and university boards.

Glajch holds a Master of Science degree in Industrial Administration (MBA) from Purdue University, a Master of Administrative Science from Johns Hopkins University, a Master of Science degree in chemical engineering from Clarkson University and a Bachelor of Science degree in chemistry from Carnegie-Mellon University.

Puckett joined the Company on December 1, 2025, as Chief Financial Officer.

Puckett has over 30 years of financial leadership experience – much of it within the chemical industry.

He joined the Company after 14 years with Celanese Corporation, most recently as Vice President, Global Supply Chain.

He also held the positions of CFO, Acetyl Chain and Engineered Materials segments, Global leader, FP&A and Shared Service Center and Vice President, Investor Relations while at Celanese.

Prior to Celanese, Mr.

Puckett held various finance leadership positions including CFO, Government Healthcare and Transportation Solutions, Vice President, Investor Relations and Vice President, M&A at Affiliated Computer Services.

Prior to Affiliated Computer Services, he held positions of Manager, M&A and Investor Relations at Nokia, and Senior Accountant and Manager at PricewaterhouseCoopers.

Puckett holds a Bachelor of Business Administration from the University of Texas at Austin.

Sandra Niewiem— Dr.

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Orion has adopted a Code of Conduct and Insider Trading Policy (included as an Exhibit in this Annual Report) that apply to all Company employees and directors, including the Chief Executive Officer, the Chief Financial Officer, senior management and other senior financial officers.

The Code of Conduct and Insider Trading Policy are posted on our website, www.orioncarbons.com (under “Investors” and then

“Corporate Governance” section).

In addition, the Company has adopted a Code of Ethics that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.

The Code of Conduct and Insider Trading Policy are posted on our website, www.orioncarbons.com (under “Investors” and then “Corporate Governance” section).

In addition, the Company has adopted a Code of Ethics that applies to its Chief Executive Officer, Chief

Financial Officer and Chief Accounting Officer.

The Code of Ethics is posted on our website, www.orioncarbons.com (under “Investors” then “Governance” section).

18 unchanged sentences

None applicable.

Exhibit Number Description

3.1 Articles of Association of Orion S.A.

8 unchanged sentences

10.5 Fourth Amendment, dated as of May 31, 2017, to the Credit Agreement, by and among Orion S.A., Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, in its capacity as administrative agent for the Lenders, and UniCredit Bank AG, as arranger with respect to the Amendment (incorporated by reference to Exhibit 99.1 to the Current Report on Form 6-K furnished on July 25, 2017 (File No.

10.6 Fifth Amendment, dated as of November 2, 2017, to the Credit Agreement, by and among Orion S.A , , Orion Engi neered Carbo ns Holdings GmbH, Orion Engineered C arbons BondC o GmbH, Orio n Engineered Carbons Gm bH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

10.6 Fifth Amendment, dated as of November 2, 2017, to the Credit Agreement, by and among Orion S.A,, Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

(incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed on February 20, 2020 (File No.

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(incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on November 2, 2023 (File No.

10.15 Fourteenth Amendment, dated as of September 30, 2025, to the Credit Agreement, by and among Orion S.A.

(f/k/a Orion Engineered Carbons S.A.), Orion Engineered Carbons Holdings GmbH, Orion Engineered Carbons BondCo GmbH, Orion Engineered Carbons GmbH, OEC Finance US LLC, the Revolving Borrowers named therein, the Guarantors party thereto, the Lenders party thereto, Goldman Sachs Bank USA, as administrative agent for the Lenders.

(incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on Nov 4, 2025).

10.16 Fifteenth Amendment, dated as of February 13, 2026, to the Credit Agreement, by and among Orion S.A.

10.17+ Fixed Asset Loan Agreement, dated March 16, 2022, by and between Orion Engineered Carbons (Huaibei) Co., Ltd.

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(incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on May 7, 2020).

10.21† Form of PSU Award Agreement

10.22† Form of RSU Award Agreement

10.23† Form of Director Restricted Share Award Agreement

19 Insider Trading Policy

10.23† Form of PSU Award Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 6, 2025).

10.24† Form of RSU Award Agreement (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 6, 2025).

10.25† Form of Director Restricted Share Award Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on August 6, 2025).

10.26† Offer Letter by and between Orion S.A.

and Jonathan A.

Puckett, dated November 3, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on Nov 7, 2025).

10.27† Exclusive Carbon Black Consulting Services Agreement by and between Orion S.A.

and Jeffrey Glajch, dated November 5, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on Nov 7, 2025).

19 Insider Trading Policy (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed on February 20, 2025 (File No.

21.1 Subsidiaries of the Registrant

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Painter pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification by Jeffrey Glajch pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2 Certification by Jonathan A.

Puckett pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1 Certification by Corning F.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification by Jeffrey Glajch pursuant to 18 U.S.C.

32.2 Certification by Jonathan A.

Puckett pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Painter February 17, 2026

/s/ Jeffrey Glajch Chief Financial Officer (Principal Financial Officer)

Jeffrey Glajch February 19, 2025

/s/ Jonathan A.

Puckett Chief Financial Officer (Principal Financial Officer)

Puckett February 17, 2026

Galvin Director

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Smith February 17, 2026

/s/ Hans Dietrich Winkhaus Director

Hans Dietrich Winkhaus February 19, 2025

/s/ Jacqueline Hoogerbrugge Director

Jacqueline Hoogerbrugge February 17, 2026

/s/ Michel Wurth Director

1 unchanged sentence

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 9A. Controls and Procedures