What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2025-11-04 · 75 added, 242 removed, 341 unchanged (48% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Operations

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

2025 2024 2025 2024

Three Months Ended March 31,

(In millions, except share and per share data)

4 unchanged sentences

Research and development costs 7.3 6.6

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

Goodwill impairment 80.8 — 80.8 —

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

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

Other expenses, net 1.4 1.9

Income from operations 11.4 31.2

Interest and other financial expense, net 14.7 13.7

Income (loss) before earnings in affiliated companies and income taxes ( 3.3 ) 17.5

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

Income tax expense 6.7 8.9

Earnings in affiliated companies, net of tax 0.1 0.5

8 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

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

2025 2024 2025 2024

Three Months Ended March 31,

(In millions)

Net income (loss) $ ( 9.9 ) $ 9.1

Other comprehensive income (loss), net of tax

Other comprehensive income, net of tax

Foreign currency translation adjustments 3.6 2.6

1 unchanged sentence

Defined benefit plans, net ( 0.1 ) ( 0.1 )

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

Other comprehensive income 5.2 1.0

Comprehensive income (loss) $ ( 4.7 ) $ 10.1

1 unchanged sentence

Condensed Consolidated Balance Sheets

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In millions, except share data)

8 unchanged sentences

Right-of-use assets 124.7 125.8

Goodwill — 71.5

Intangible assets, net 11.9 14.2

29 unchanged sentences

Total liabilities and stockholders' equity $ 1,930.7 $ 1,907.6

382.2-9.9-1.2

See accompanying Notes to these Condensed Consolidated Financial Statements.

Condensed Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

(In millions)

Cash flows from operating activities:

Net income $ ( 49.0 ) $ 27.0

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 9.9 ) $ 9.1

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 32.7 31.5

Goodwill impairment 80.8 —

Amortization of debt issuance costs 1.2 0.4

9 unchanged sentences

Other assets and liabilities, net ( 1.2 ) 4.0

Net cash provided by operating activities 122.9 30.8

Net cash provided by (used in) operating activities ( 12.4 ) 0.4

Cash flows from investing activities:

8 unchanged sentences

Repurchase of Common stock ( 0.8 ) ( 19.8 )

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

Increase in cash, cash equivalents and restricted cash 5.1 14.4

Net cash provided by financing activities 39.6 21.8

Decrease in cash, cash equivalents and restricted cash ( 8.9 ) ( 7.0 )

Cash, cash equivalents and restricted cash at the beginning of the period 61.2 44.6

15 unchanged sentences

Balance at March 31, 2026 56,388,649 $ 85.3 $ ( 80.6 ) $ 70.8 $ 371.1 $ ( 67.1 ) $ 379.5

Net income — — — — 9.0 — 9.0

Other comprehensive loss, net of tax — — — — — ( 4.7 ) ( 4.7 )

Dividends $ 0.04 per share — — — — ( 2.3 ) — ( 2.3 )

Repurchases of Common stock ( 444,790 ) — ( 5.0 ) — — — ( 5.0 )

Stock based compensation — — — 3.6 — — 3.6

Issuance of stock under equity compensation plans 31,650 — 2.4 ( 2.6 ) — — ( 0.2 )

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

Net loss — — — — ( 67.1 ) — ( 67.1 )

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

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

Stock based compensation — — — 3.7 — — 3.7

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

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

Balance at January 1, 2025 57,242,372 $ 85.3 $ ( 82.2 ) $ 84.7 $ 457.0 $ ( 69.9 ) $ 474.9

Net income — — — — 9.1 — 9.1

Other comprehensive loss, net of tax — — — — — ( 6.8 ) ( 6.8 )

Other comprehensive income, net of tax — — — — — 1.0 1.0

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

3 unchanged sentences

Balance at March 31, 2025 56,459,366 $ 85.3 $ ( 87.7 ) $ 72.5 $ 464.9 $ ( 68.9 ) $ 466.1

Net income — — — — 20.5 — 20.5

Other comprehensive loss, net of tax — — — — — ( 9.4 ) ( 9.4 )

Dividends $ 0.04 per share — — — — ( 2.4 ) — ( 2.4 )

Stock based compensation — — — 3.0 — — 3.0

Issuance of stock under equity compensation plans 48,688 — 0.8 ( 0.8 ) — — —

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

Net loss — — — — ( 20.2 ) — ( 20.2 )

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

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

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

Stock based compensation — — — 4.8 — — 4.8

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

See accompanying Notes to these Condensed Consolidated Financial Statements.

5 unchanged sentences

Financial Instruments and Fair Value Measurement

Employee Benefit Plans

Accumulated Other Comprehensive Income (Loss)

4 unchanged sentences

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

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

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

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

1 unchanged sentence

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

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

These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

3 unchanged sentences

Summary of Significant Accounting Policies —Accounting Standards Adopted

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

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

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

There is also a required disclosure to provide the net income taxes paid or received disaggregated by federal, state, and foreign taxes with jurisdictions to be separately disclosed if the jurisdiction is 5% or more of the total net income taxes paid or received.

This ASU 2025-09 is effective for fiscal years beginning after December 15, 2024.

We adopted this on January 1, 2025.

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

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.

On January 1, 2026, we adopted this ASU.

The adoption of this ASU did not materially impact our Condensed Consolidated Financial Statements.

Summary of Significant Accounting Policies —Accounting Standards Not Yet Adopted

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 Accounting Standards Update No.

14 unchanged sentences

Early adoption is permitted.

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

Notes to the Condensed Consolidated Financial Statements—(continued)

Accounts Receivable

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In millions)

2 unchanged sentences

Accounts receivable, net $ 270.5 $ 213.6

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

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

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

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

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

Accounts Receivable Factoring Facilities ― For the three months ended March 31, 2026 and 2025 the gross amount of receivables sold were $ 96.0 million and $ 102.5 million, respectively.

For the three months ended March 31, 2026 and 2025 the loss on receivables sold was approximately $ 0.9 million and $ 1.2 million, respectively.

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

Inventories, net of reserves, are as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In millions)

2 unchanged sentences

Inventories, net $ 251.0 $ 277.3

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

Goodwill Rubber Specialty Total

(In millions)

Balance as of January 1, 2024

$ 30.5 $ 45.6 $ 76.1

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

Balance as of December 31, 2024

28.6 42.9 71.5

Impairment ( 32.3 ) ( 48.5 ) ( 80.8 )

Foreign currency impact 3.7 5.6 9.3

Balance as of September 30, 2025 1

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

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

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

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

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

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

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

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

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

Notes to the Condensed Consolidated Financial Statements—(continued)

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

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

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

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

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

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

See “ Note A.

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

Debt and Other Obligations

Debt and other obligations are as follows:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In millions)

9 unchanged sentences

Total $ 1,013.7 $ 979.5

Notes to the Condensed Consolidated Financial Statements—(continued)

Other Short-Term Debt and Obligations

September 30, 2025 December 31, 2024

Other short-term debt and obligations are as follows:

March 31, 2026 December 31, 2025

(In millions)

15 unchanged sentences

Revolving credit facility

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

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

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

Notes to the Condensed Consolidated Financial Statements—(continued)

2026 and 4.5 x thereafter.

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

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

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

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

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

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

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

As of March 31, 2026, total capacity under our RCF and ancillary facilities is € 350 million ($ 402.5 million).

As of March 31, 2026 and December 31, 2025, availability under the RCF and ancillary facilities is $ 141.8 million and $ 193.0 million, respectively.

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

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

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

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

At March 31, 2026, the amount outstanding, including accrued interest, was € 43.1 million ($ 49.6 million).

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

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

As of March 31, 2026, we are in compliance with our debt covenants.

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

Debt and Other Obligations” , included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Notes to the Condensed Consolidated Financial Statements—(continued)

Financial Instruments and Fair Value Measurement

4 unchanged sentences

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

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

Notes to the Condensed Consolidated Financial Statements—(continued)

No significant concentration of credit risk existed at March 31, 2026 or at December 31, 2025.

Fair value measurement

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

September 30, 2025 December 31, 2024 Balance Sheet Classification

March 31, 2026 December 31, 2025 Balance Sheet Classification

Notional Amount Fair Value Notional Amount Fair Value

6 unchanged sentences

We present the gross assets and liabilities of our derivative financial instruments in the Condensed Consolidated Balance Sheets.

New Cash Flows Hedge— To hedge the variable interest rate Euro-denominated term loan, on April 25, 2025, 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 Secured Overnight Financing Rate (“SOFR”).

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

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

2 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Notional Amount Fair Value Notional Amount Fair Value

4 unchanged sentences

Total $ 677.9 $ 586.3 $ 692.1 $ 635.7

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

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

Non-derivative liabilities in the table above are classified as Level 2.

At both March 31, 2026 and December 31, 2025, the fair values of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximated their carrying values due to the short-term nature of these instruments.

Notes to the Condensed Consolidated Financial Statements—(continued)

1 unchanged sentence

Effect of Financial Instruments

Three Months Ended Sep 30,

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

2025 2024 2025 2024

(In millions)

Derivatives designated as hedges:

Cross currency swaps $ 0.5 $ ( 4.1 ) $ ( 0.3 ) $ ( 0.3 ) Interest and other financial expense, net

Interest rate swaps 0.8 — — ( 0.6 ) Interest and other financial expense, net

Total $ 1.3 $ ( 4.1 ) $ ( 0.3 ) $ ( 0.9 )

Effect of Financial Instruments

Nine Months Ended September 30,

Three Months Ended Mar 31,

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

9 unchanged sentences

Financial Instruments and Fair Value Measurement” , included in our Annual Report on Form 10-K for the year ended December 31, 2025, for additional information relating to our derivatives instruments.

Employee Benefit Plans

Provisions for pensions are established to cover benefit plans for retirement, disability and surviving dependents’ pensions.

The benefit obligations vary depending on the legal, tax and economic circumstances in various countries in which the Company operates.

Generally, the level of benefit depends on the length of service and the remuneration.

Net periodic defined benefit pension costs include the following:

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

2025 2024 2025 2024

(In millions)

Service cost $ 0.2 $ 0.3 $ 0.7 $ 0.8

Interest cost 0.7 0.7 2.1 1.9

Net periodic pension cost $ 0.9 $ 1.0 $ 2.8 $ 2.7

Service costs were recorded in Income from operations in Selling, general and administrative expenses, and interest costs were recorded in Interest and other financial expense, net.

Notes to the Condensed Consolidated Financial Statements—(continued)

Accumulated Other Comprehensive Income (Loss)

9 unchanged sentences

Balance at March 31, 2026 $ ( 80.3 ) $ 9.3 $ 3.9 $ ( 67.1 )

Other comprehensive income (loss) before reclassifications ( 3.0 ) ( 3.6 ) — ( 6.6 )

Income tax effects before reclassifications 0.4 0.5 — 0.9

Amounts reclassified from AOCI — 0.2 — 0.2

Income tax effects on reclassifications — ( 0.1 ) — ( 0.1 )

Currency translation AOCI — 1.0 ( 0.1 ) 0.9

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

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

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

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

Income tax effects on reclassifications — 0.1 — 0.1

Currency translation AOCI — 0.3 — 0.3

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

Balance at January 1, 2025 $ ( 79.4 ) $ 10.8 $ ( 1.3 ) $ ( 69.9 )

5 unchanged sentences

Balance at March 31, 2025 $ ( 76.8 ) $ 9.3 $ ( 1.4 ) $ ( 68.9 )

Other comprehensive income/(loss) before reclassifications ( 7.8 ) ( 1.4 ) — ( 9.2 )

Income tax effects before reclassifications ( 0.5 ) 0.5 0.1 0.1

Amounts reclassified from AOCI — 0.4 — 0.4

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

Currency translation AOCI — ( 0.5 ) — ( 0.5 )

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

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

Income tax effects before reclassifications 0.1 1.7 — 1.8

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

Income tax effects on reclassifications — 0.3 — 0.3

Currency translation AOCI — 1.4 — 1.4

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

Notes to the Condensed Consolidated Financial Statements—(continued)

3 unchanged sentences

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(In millions, except share and per share data)

11 unchanged sentences

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

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

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

For the three months ended March 31, 2026, we recognized Income tax expense of $ 6.7 million compared to Income tax expense of $ 8.9 million for the three months ended March 31, 2025.

Our effective income tax rates were as follows:

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

2025 2024 2025 2024

Three Months Ended March 31,

Effective income tax rates ( 209.4 ) % 50.9 %

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

Our effective tax rate for the three months ended March 31, 2026 and 2025 were ( 209.4 )% and 50.9 %, respectively.

Projected pre-tax income mix in countries with varying statutory tax rates and valuation allowances on tax losses determines our effective tax rate.

Commitments and Contingencies

4 unchanged sentences

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

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

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

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

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

Notes to the Condensed Consolidated Financial Statements—(continued)

misappropriation of assets, net.

Refer to Note Q.

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

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

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

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

Pledges and Guarantees

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

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

As of March 31, 2026, the Company had guarantees totaling $ 31.1 million issued by various financial institutions.

Notes to the Condensed Consolidated Financial Statements—(continued)

Financial Information by Segment

11 unchanged sentences

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

Notes to the Condensed Consolidated Financial Statements—(continued)

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

Rubber Specialty Corporate Total

(In millions)

Net sales from external customers $ 290.9 $ 160.0 $ — $ 450.9

Cost of Sales 237.9 127.4 — 365.3

Selling, general and administrative expenses 34.1 23.2 0.2 57.5

Loss (recovery) due to misappropriation of assets, net

— — ( 7.3 ) ( 7.3 )

Goodwill impairment 32.3 48.5 — 80.8

Other segment items 4.2 4.1 — 8.3

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

LTIP and other non-operating charges 1.8 1.7 0.2 3.7

Loss (recovery) due to misappropriation of assets, net

— — ( 7.3 ) ( 7.3 )

Goodwill impairment 32.3 48.5 — 80.8

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

Adjusted EBITDA $ 36.1 $ 21.6 $ — $ 57.7

Capital expenditures 15.5 25.4 — 40.9

Net sales from external customers $ 300.9 $ 162.5 $ — $ 463.4

Cost of Sales 230.0 125.9 — 355.9

Selling, general and administrative expenses 35.9 21.7 0.3 57.9

Loss (recovery) due to misappropriation of assets, net

— — 60.7 60.7

Other segment items 2.2 3.1 ( 1.1 ) 4.2

Equity in earnings of affiliated companies, net of tax 0.2 — — 0.2

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

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

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

Adjusted EBITDA $ 52.9 $ 27.2 $ — $ 80.1

Capital expenditures 23.7 24.2 — 47.9

Notes to the Condensed Consolidated Financial Statements—(continued)

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

Segment operating results for the three months ended March 31, 2026 and 2025 are as follows:

Rubber Specialty Corporate Total

3 unchanged sentences

Selling, general and administrative expenses 33.8 24.9 0.4 59.1

Loss (recovery) due to misappropriation of assets, net

— — ( 6.5 ) ( 6.5 )

Goodwill impairment 32.3 48.5 — 80.8

Other segment items 3.8 4.5 0.4 8.7

1 unchanged sentence

LTIP and other non-operating charges 0.6 0.5 0.8 1.9

Loss (recovery) due to misappropriation of assets, net

— — ( 6.5 ) ( 6.5 )

Goodwill impairment 32.3 48.5 — 80.8

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 19.9 12.8 — 32.7

5 unchanged sentences

Selling, general and administrative expenses 36.1 22.0 0.3 58.4

Loss (recovery) due to misappropriation of assets, net

— — 60.7 60.7

Other segment items 4.6 3.6 0.3 8.5

1 unchanged sentence

LTIP and other non-operating charges 1.8 0.6 0.6 3.0

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

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 21.1 10.4 — 31.5

5 unchanged sentences

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

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

2025 2024 2025 2024

Three Months Ended March 31,

(In millions)

2 unchanged sentences

Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 32.7 31.5

Loss (recovery) due to misappropriation of assets, net

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

Professional fees related to misappropriation of assets — 1.5 0.8 1.5

Goodwill impairment 80.8 — 80.8 —

Equity in earnings of affiliated companies, net of tax 0.1 0.5

2 unchanged sentences

LTIP and other non-operating charges include the following:

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

2025 2024 2025 2024

Three Months Ended March 31,

(In millions)

4 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements