Item 1. Financial Statements
Item 1. Financial Statements and Supplementary Data (Unaudited)
Condensed Consolidated Statements of Operations
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions, except share and per share data)
Net sales $ 500.9 $ 466.4 $ 960.4 $ 944.1
Cost of sales 407.9 368.0 788.2 747.6
Gross profit 93.0 98.4 172.2 196.5
Selling, general and administrative expenses 62.7 57.7 121.8 116.1
Research and development costs 7.2 6.5 14.5 13.1
Other expenses, net 1.8 2.1 3.2 4.0
Income from operations 21.3 32.1 32.7 63.3
Interest and other financial expense, net 16.3 19.1 31.0 32.8
Income before earnings in affiliated companies and income taxes 5.0 13.0 1.7 30.5
Income tax expense 3.4 4.6 10.1 13.5
Earnings in affiliated companies, net of tax 0.2 0.6 0.3 1.1
Net income (loss) $ 1.8 $ 9.0 $ ( 8.1 ) $ 18.1
Weighted-average shares outstanding (in thousands):
Basic 56,292 56,153 56,333 56,603
Diluted 57,271 56,320 56,333 56,829
Earnings (loss) per share:
Basic $ 0.03 $ 0.16 $ ( 0.14 ) $ 0.32
Diluted 0.03 0.16 ( 0.14 ) 0.32
See accompanying Notes to these Condensed Consolidated Financial Statements.
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Condensed Consolidated Statements of Comprehensive Income
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions)
Net income (loss) $ 1.8 $ 9.0 $ ( 8.1 ) $ 18.1
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments 0.6 ( 2.6 ) 4.2 —
Net losses on derivatives ( 2.2 ) ( 2.0 ) ( 0.5 ) ( 3.5 )
Defined benefit plans, net — ( 0.1 ) ( 0.1 ) ( 0.2 )
Other comprehensive income (loss) ( 1.6 ) ( 4.7 ) 3.6 ( 3.7 )
Comprehensive income (loss) $ 0.2 $ 4.3 $ ( 4.5 ) $ 14.4
See accompanying Notes to these Condensed Consolidated Financial Statements.
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Condensed Consolidated Balance Sheets
June 30, 2026 December 31, 2025
(In millions, except share data)
ASSETS
Current assets
Cash and cash equivalents $ 50.8 $ 60.7
Accounts receivable, net 300.4 213.6
Inventories, net 275.5 277.3
Income tax receivables 30.3 25.3
Prepaid expenses and other current assets 76.6 66.9
Total current assets 733.6 643.8
Property, plant and equipment, net 1,045.4 1,069.6
Right-of-use assets 129.5 125.8
Intangible assets, net 9.9 14.2
Investment in equity method affiliates 13.6 13.1
Deferred income tax assets 28.3 20.5
Other assets 26.7 20.6
Total non-current assets 1,253.4 1,263.8
Total assets $ 1,987.0 $ 1,907.6
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 218.0 $ 197.0
Current portion of long-term debt and other financial liabilities 356.8 305.0
Accrued liabilities 74.3 50.1
Income taxes payable 8.5 20.2
Other current liabilities 58.0 54.1
Total current liabilities 715.6 626.4
Long-term debt, net 652.9 674.5
Employee benefit plan obligation 57.4 58.4
Deferred income tax liabilities 43.1 28.0
Other liabilities 137.7 135.7
Total non-current liabilities 891.1 896.6
Commitments and contingencies
Stockholders' equity
Common stock
Authorized: 65,992,259 and 65,992,259 shares with no par value
Issued – 60,992,259 and 60,992,259 shares with no par value
Outstanding – 56,522,699 and 56,154,794 shares
85.3 85.3
Treasury stock, at cost, 4,469,560 and 4,837,465 shares
( 78.0 ) ( 90.8 )
Additional paid-in capital 71.1 80.2
Retained earnings 370.6 382.2
Accumulated other comprehensive loss ( 68.7 ) ( 72.3 )
Total stockholders' equity 380.3 384.6
Total liabilities and stockholders' equity $ 1,987.0 $ 1,907.6
382.2-9.9-1.2
See accompanying Notes to these Condensed Consolidated Financial Statements.
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Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30,
2026 2025
(In millions)
Cash flows from operating activities:
Net income (loss) $ ( 8.1 ) $ 18.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 65.6 63.5
Amortization of debt issuance costs 2.4 0.8
Share-based compensation 4.4 6.3
Deferred taxes 7.9 ( 17.5 )
Foreign currency transactions 3.4 ( 8.3 )
Changes in operating assets and liabilities, net:
Trade receivables ( 91.6 ) ( 39.7 )
Inventories ( 4.3 ) 26.9
Trade payables 46.3 ( 1.1 )
Other provisions 26.4 ( 10.6 )
Income tax liabilities ( 15.6 ) 6.3
Other assets and liabilities, net ( 21.9 ) 9.4
Net cash provided by operating activities 14.9 54.1
Cash flows from investing activities:
Acquisition of property, plant and equipment ( 61.5 ) ( 71.4 )
Net cash used in investing activities ( 61.5 ) ( 71.4 )
Cash flows from financing activities:
Repayments of long-term debt ( 14.3 ) ( 4.4 )
Payments for debt issue costs ( 4.7 ) —
Cash inflows related to current financial liabilities 122.0 97.8
Cash outflows related to current financial liabilities ( 62.5 ) ( 52.2 )
Dividends paid ( 2.3 ) ( 2.4 )
Repurchase of Common stock ( 0.8 ) ( 24.8 )
Net cash provided by financing activities 37.4 14.0
Decrease in cash, cash equivalents and restricted cash ( 9.2 ) ( 3.3 )
Cash, cash equivalents and restricted cash at the beginning of the period 61.2 44.7
Effect of exchange rate changes on cash 0.3 2.7
Cash, cash equivalents and restricted cash at the end of the period 52.3 44.1
Less restricted cash at the end of the period
1.5 1.5
Cash and cash equivalents at the end of the period $ 50.8 $ 42.6
See accompanying Notes to these Condensed Consolidated Financial Statements.
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Condensed Consolidated Statements of Changes in Stockholders’ Equity
Common stock Treasury shares Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total
(In millions, except share and per share amounts) Number Amount
Balance at January 1, 2026 56,154,794 $ 85.3 $ ( 90.8 ) $ 80.2 $ 382.2 $ ( 72.3 ) $ 384.6
Net loss — — — — ( 9.9 ) — ( 9.9 )
Other comprehensive income, net of tax — — — — — 5.2 5.2
Dividends $ 0.02 per share — — — — ( 1.2 ) — ( 1.2 )
Repurchases of Common stock ( 158,955 ) — ( 0.8 ) — — — ( 0.8 )
Stock based compensation — — — 1.4 — — 1.4
Issuance of stock under equity compensation plans 392,810 — 11.0 ( 10.8 ) — — 0.2
Balance at March 31, 2026 56,388,649 85.3 ( 80.6 ) 70.8 371.1 ( 67.1 ) 379.5
Net income — — — — 1.8 — 1.8
Other comprehensive loss, net of tax — — — — — ( 1.6 ) ( 1.6 )
Dividends $ 0.04 per share — — — — ( 2.3 ) — ( 2.3 )
Stock based compensation — — — 3.0 — — 3.0
Issuance of stock under equity compensation plans 134,050 — 2.6 ( 2.7 ) — — ( 0.1 )
Balance at June 30, 2026 56,522,699 $ 85.3 $ ( 78.0 ) $ 71.1 $ 370.6 $ ( 68.7 ) $ 380.3
j
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 income, net of tax — — — — — 1.0 1.0
Dividends $ 0.02 per share — — — — ( 1.2 ) — ( 1.2 )
Repurchases of Common stock ( 1,358,316 ) — ( 19.8 ) — — — ( 19.8 )
Stock based compensation — — — 2.7 — — 2.7
Issuance of stock under equity compensation plans 575,310 — 14.3 ( 14.9 ) — — ( 0.6 )
Balance at March 31, 2025 56,459,366 85.3 ( 87.7 ) 72.5 464.9 ( 68.9 ) 466.1
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
See accompanying Notes to these Condensed Consolidated Financial Statements.
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Notes to the Condensed Consolidated Financial Statement (Unaudited)
Table of Contents—Notes
Note A. Organization, Description of the Business and Summary of Significant Accounting Policies
7
Note B. Accounts Receivable
8
Note C. Inventories
8
Note D. Debt and Other Obligations
9
Note E. Financial Instruments and Fair Value Measurement
10
Note F. Accumulated Other Comprehensive Income (Loss)
12
Note G. Earnings Per Share
13
Note H. Income Taxes
13
Note I. Commitments and Contingencies
13
Note J. Financial Information by Segment
14
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Notes to the Condensed Consolidated Financial Statements—(continued)
Note A. Organization, Description of the Business and Summary of Significant Accounting Policies
Orion S.A.’s unaudited Condensed Consolidated Financial Statements include Orion S.A. and its subsidiaries (“Orion” or the “Company”). The unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the Consolidated Financial Statements included in our Annual Report in Form 10-K for the year ended December 31, 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. These statements contain some amounts that are based upon management estimates and judgments. Future actual results could differ from such current estimates. Results for interim periods are not necessarily indicative of results to be expected for the full year.
Summary of Significant Accounting Policies —Accounting Standards 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.
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
Environmental Credits and Environmental Credit Obligations— In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) . This ASU establishes guidance on the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations. Under the new standard, an entity will recognize and measure environmental credit assets based on their intended use as well as how the credits are obtained. Environmental credit obligations will be recognized and measured depending on whether an entity holds and expects to use compliance environmental credits to settle that obligation.
This guidance is effective for annual periods beginning after December 15, 2027 (including interim periods within). Early adoption permitted. Entities are required to adopt the amendments on a retrospective basis by recognizing a cumulative effect adjustment to retained earnings at the date of initial application (i.e., prior reporting periods will not be recast).
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 Accounting Standards Update No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming.
Under the new standard, entities will start capitalizing eligible costs when (1) management has authorized and committed to funding the software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating whether it is probable the project will be completed, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software.
The new guidance will be effective for all entities for annual periods beginning after December 15, 2027. The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis.
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Notes to the Condensed Consolidated Financial Statements—(continued)
We are currently assessing the impact of adopting the new guidance in our Consolidated Financial Statements.
Consolidated Statements of Operations— In November 2024, the FASB issued Accounting Standards Update No. 2024-03, and in January 2025, ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”) and Clarifying the Effective Date (“ASU 2024-01”) , respectively. These ASUs require public entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items.
These ASUs do not change the expense captions an entity presents in the face of its Consolidated Statements of Operations. Rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the Consolidated Financial Statements.
These ASUs are effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.
The adoption of this ASU will require additional disclosures in our Consolidated Financial Statements.
Note B. Accounts Receivable
Accounts receivable, net of allowance for credit losses, are as follows:
June 30, 2026 December 31, 2025
(In millions)
Accounts receivable $ 301.5 $ 215.0
Expected credit losses ( 1.1 ) ( 1.4 )
Accounts receivable, net $ 300.4 $ 213.6
Accounts Receivable Factoring Facilities ― For the three months ended June 30, 2026 and 2025 the gross amount of receivables sold were $ 101.3 million and $ 125.7 million, respectively. For the six months ended June 30, 2026 and 2025 the gross amount of receivables sold were $ 197.3 million and $ 228.2 million, respectively.
For the three months ended June 30, 2026 and 2025 the loss on receivables sold was approximately $ 1.1 million and $ 1.4 million, respectively. For the six months ended June 30, 2026 and 2025 the loss on receivables sold was approximately $ 2.0 million and $ 2.6 million, respectively.
In the Condensed Consolidated Statements of Operations, the loss on receivables sold is reflected in Other expenses, net.
Note C. Inventories
Inventories, net of reserves, are as follows:
June 30, 2026 December 31, 2025
(In millions)
Raw materials, consumables and supplies, net $ 120.3 $ 108.9
Finished goods, net 155.2 168.4
Inventories, net $ 275.5 $ 277.3
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Notes to the Condensed Consolidated Financial Statements—(continued)
Note D. Debt and Other Obligations
Debt and other obligations are as follows:
June 30, 2026 December 31, 2025
(In millions)
Current
Current portion of Term-Loan $ 1.5 $ 3.0
Deferred debt issuance costs - Term-Loan ( 0.8 ) ( 0.9 )
Current portion of China Term-Loan 13.5 13.1
Other short-term debt and obligations 342.6 289.8
Current portion of long-term debt and other financial liabilities 356.8 305.0
Non-current
Term-Loan 620.1 636.7
Deferred debt issuance costs - Term-Loan ( 1.0 ) ( 1.5 )
China Term-Loan 33.8 39.3
Long-term debt, net 652.9 674.5
Total $ 1,009.7 $ 979.5
Other short-term debt and obligations are as follows:
June 30, 2026 December 31, 2025
(In millions)
Revolving Credit Facility $ 125.3 $ 58.8
Ancillary Credit Facilities
OEC GmbH outstanding borrowings 127.1 127.9
OEC LLC outstanding borrowings 12.5 19.4
OEC Huaibei outstanding borrowings — 4.6
Korea Working Capital Loans (capacity $ 46.7 million)
Uncommitted 1.6 1.7
Committed 12.9 17.3
China Working Capital Loans (capacit y $ 18.0 million)
14.3 17.1
Repurchase Agreement 48.9 43.0
Total of Other Short-term Debt and Obligations $ 342.6 $ 289.8
Supplemental information:
Total ancillary capacity - EUR € 234.0 € 234.0
Total ancillary capacity - U.S. Dollars $ 266.6 $ 275.0
Revolving credit facility
As of June 30, 2026, total capacity under our Revolving credit facility (“ RCF”) and ancillary facilities is € 350 million ($ 398.8 million). As of June 30, 2026 and December 31, 2025, availability under the RCF and ancillary facilities were $ 127.5 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 January 21, 2026, we sold approximately 320 thousand EUA certificates for € 27.1 million cash to another counterparty and concurrently entered an agreement to repurchase the EUA certificates. We repurchased the EUA certificates on July 27, 2026 for € 27.5 million.
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Notes to the Condensed Consolidated Financial Statements—(continued)
• On January 21, 2026, we sold 186 thousand EUA certificates for € 15.8 million cash to another counterparty and concurrently entered an agreement to repurchase the EUA certificates We repurchased the EUA certificates on July 27, 2026 for € 16.0 million.
The difference between the consideration received and the amount of consideration paid was recognized as interest expense. At June 30, 2026, the amount outstanding, including accrued interest, was € 43.4 million ($ 49.5 million).
As of June 30, 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.
Note E. Financial Instruments and Fair Value Measurement
Risk management
We have policies governing the use of derivative instruments and do not enter into financial instruments for trading or speculative purposes.
By using derivative instruments, we are subject to credit and market risk. To minimize counterparty credit (or repayment) risk, we enter into transactions primarily with investment grade financial institutions. 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 June 30, 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:
June 30, 2026 December 31, 2025 Balance Sheet Classification
Notional Amount Fair Value Notional Amount Fair Value
(In millions)
Assets
Derivatives designated as hedges:
Cross currency swaps $ 197.0 $ 16.8 $ 197.0 $ 12.2 Other financial assets (non-current)
Interest rate swaps 227.9 3.0 235.0 1.8 Other financial assets (non-current)
Total $ 424.9 $ 19.8 $ 432.0 $ 14.0
All financial instruments in the table above are classified as Level 2. We present the gross assets and liabilities of our derivative financial instruments in the Condensed Consolidated Balance Sheets.
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. There were no transfers of assets measured at fair value between Level 1 and Level 2 and there were no Level 3 investments during 2026 or 2025.
The following table presents the carrying value and estimated fair value of our financial instruments that are not measured at fair value on a recurring basis for the periods presented. Short-term and Long-term debt are recorded at amortized cost in the Condensed Consolidated Balance Sheets.
June 30, 2026 December 31, 2025
Notional Amount Fair Value Notional Amount Fair Value
(In millions)
Liabilities:
Term-Loan $ 621.6 $ 522.5 $ 639.7 $ 582.8
China Term-Loan 47.3 47.9 52.4 52.9
Total $ 668.9 $ 570.4 $ 692.1 $ 635.7
Liabilities in the table above are classified as Level 2.
At both June 30, 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.
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Notes to the Condensed Consolidated Financial Statements—(continued)
The following tables summarize the pre-tax effect of derivative and non-derivative instruments recorded in Accumulated other comprehensive income (loss) (“AOCI”), the gains (losses) reclassified from AOCI to earnings and additional gains (losses) recognized directly in earnings:
Effect of Financial Instruments
Three Months Ended June 30,
Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification
2026 2025 2026 2025
(In millions)
Derivatives designated as hedges:
Cross currency swaps $ ( 1.4 ) $ ( 2.6 ) $ ( 0.3 ) $ 0.2 Interest and other financial expense, net
Interest rate swaps ( 1.2 ) 0.5 — — Interest and other financial expense, net
Total $ ( 2.6 ) $ ( 2.1 ) $ ( 0.3 ) $ 0.2
Effect of Financial Instruments
Six Months Ended June 30,
Gain (Loss) Recognized in AOCI Gain (Loss) Reclassified from AOCI to Income Income Statement Classification
2026 2025 2026 2025
(In millions)
Derivatives designated as hedges:
Cross currency swaps $ ( 1.3 ) $ ( 4.6 ) $ ( 0.6 ) $ ( 0.1 ) Interest and other financial expense, net
Interest rate swaps 1.2 0.5 — — Interest and other financial expense, net
Total $ ( 0.1 ) $ ( 4.1 ) $ ( 0.6 ) $ ( 0.1 )
Cross currency and interest rate swaps are designated as cash flow hedges of principal and interest payments related to our Term-Loans, which mature in September 2028.
In the next twelve months, approximately $ 1.2 million recognized in AOCI related to cash flow hedges will be reclassified to the Condensed Consolidated Statement of Operations.
See “ Note K. 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.
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Notes to the Condensed Consolidated Financial Statements—(continued)
Note F. Accumulated Other Comprehensive Income (Loss)
Changes in each component of AOCI, net of tax, are as follows:
Currency Translation Adjustments Hedging Activities Adjustments Pension and Other Postretirement Benefit Liability Adjustment Total
(In millions)
Balance at January 1, 2026 $ ( 83.9 ) $ 7.6 $ 4.0 $ ( 72.3 )
Other comprehensive income (loss) before reclassifications 3.5 2.5 — 6.0
Income tax effects before reclassifications 0.1 ( 0.8 ) — ( 0.7 )
Amounts reclassified from AOCI — ( 0.3 ) — ( 0.3 )
Income tax effects on reclassifications — 0.1 — 0.1
Currency translation AOCI — 0.2 ( 0.1 ) 0.1
Balance at March 31, 2026 ( 80.3 ) 9.3 3.9 ( 67.1 )
Other comprehensive income (loss) before reclassifications 0.7 ( 2.8 ) — ( 2.1 )
Income tax effects before reclassifications ( 0.1 ) 0.9 — 0.8
Amounts reclassified from AOCI — ( 0.3 ) — ( 0.3 )
Income tax effects on reclassifications — 0.1 — 0.1
Currency translation AOCI — ( 0.1 ) — ( 0.1 )
Balance at June 30, 2026 $ ( 79.7 ) $ 7.1 $ 3.9 $ ( 68.7 )
Balance at January 1, 2025 $ ( 79.4 ) $ 10.8 $ ( 1.3 ) $ ( 69.9 )
Other comprehensive income (loss) before reclassifications 2.3 ( 2.8 ) — ( 0.5 )
Income tax effects before reclassifications 0.3 0.9 — 1.2
Amounts reclassified from AOCI — ( 0.3 ) — ( 0.3 )
Income tax effects on reclassifications — 0.1 — 0.1
Currency translation AOCI — 0.6 ( 0.1 ) 0.5
Balance at March 31, 2025 ( 76.8 ) 9.3 ( 1.4 ) ( 68.9 )
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 )
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Notes to the Condensed Consolidated Financial Statements—(continued)
Note G. Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing Net income (loss) attributable to Orion by the weighted average number of common stock outstanding during the period. Diluted EPS equals Net income (loss) attributable to Orion divided by the weighted average number of common stock outstanding during the period, adjusted for the dilutive effect of our stock–based and other equity compensation awards.
The following table reflects the income and share data used in the basic and diluted EPS computations:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions, except share and per share data)
Net income (loss) attributable to ordinary equity holders $ 1.8 $ 9.0 $ ( 8.1 ) $ 18.1
Weighted average number of Common stock (in thousands) 56,292 56,153 56,333 56,603
Basic Earnings (loss) per share $ 0.03 $ 0.16 $ ( 0.14 ) $ 0.32
Dilutive effect of share based payments (in thousands) 979 167 — 226
Weighted average number of diluted Common stock (in thousands) 57,271 56,320 56,333 56,829
Diluted Earnings (loss) per share $ 0.03 $ 0.16 $ ( 0.14 ) $ 0.32
Note H. Income Taxes
The Company records its tax provision or benefit on an interim basis using an estimated annual effective tax rate. This rate is applied to the current period ordinary income to determine the income tax provision or benefit allocated to the interim period. Losses from jurisdictions for which no benefit can be recognized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate and are recognized in the impacted interim period as discrete items. Valuation allowances are provided against any future tax benefits that arise from losses in jurisdictions for which no benefit can be recognized. The estimated annual effective tax rate may be significantly impacted by nondeductible expenses and by the Company’s projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period when such estimates are revised.
Income tax expense for the three months ended June 30, 2026 and 2025 was $ 3.4 million and $ 4.6 million, respectively. Income tax expense for the six months ended June 30, 2026 and 2025 was $ 10.1 million and $ 13.5 million, respectively.
Our effective income tax rates were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Effective income tax rates 65.4 % 35.4 % 505.0 % 44.3 %
Our effective tax rate for the three months ended June 30, 2026 and 2025 were 65.4 % and 35.4 %, respectively. Projected pre-tax income mix in countries with varying statutory tax rates and valuation allowances on tax losses determines our effective tax rate.
Our effective tax rate for the six months ended June 30, 2026 and 2025 were 505.0 % and 44.3 %, respectively. Projected pre-tax income mix in countries with varying statutory tax rates and valuation allowances on tax losses determines our effective tax rate.
Note I. Commitments and Contingencies
Legal Proceedings— We are subject to various lawsuits and claims including, but not limited to, matters involving contract disputes, environmental damages, personal injury and property damage. We vigorously defend ourselves and prosecute these matters as appropriate. We regularly assess the adequacy of legal accruals based on our professional judgment, experience and the information available regarding our cases.
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 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.
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Notes to the Condensed Consolidated Financial Statements—(continued)
Pledges and Guarantees
The Company has pledged the majority of its assets (amongst others shares in affiliates, bank accounts and receivables) within the different regions in which it operates excluding China as collateral under its debt agreements. As of June 30, 2026, the Company had guarantees totaling $ 35.7 million issued by various financial institutions.
Note J. Financial Information by Segment
Segment information
We disclose the results of each of our operating segments in accordance with ASC 280, Segment Reporting . We manage our business in two operating segments as follows:
• Rubber Carbon Black —Used in the reinforcement of rubber in tires and mechanical rubber goods, and
• Specialty Carbon Black —Used for protection, colorization and conductivity in coatings, polymers, batteries, printing and other special applications.
Corporate includes income and expenses that cannot be directly allocated to the business segments or that are managed at the corporate level. This includes finance income and expenses, taxes and items with less bearing on the underlying core business.
Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), who is our chief operating decision maker (“CODM”). Discrete financial information is available for each of our reportable segments. The CODM reviews segment Adjusted EBITDA and related segment operating results as drivers of Adjusted EBITDA to allocate resources and to assess operating results and financial performance. The CODM reviews changes in actual results compared to prior periods, forecasts, and operating objectives. Segment Adjusted EBITDA includes items management considers representative of the underlying performance of each segment.
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 (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.
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Notes to the Condensed Consolidated Financial Statements—(continued)
Segment operating results for the three months ended June 30, 2026 and 2025 are as follows:
Rubber Specialty Corporate Total
(In millions)
2026
Net sales from external customers $ 316.1 $ 184.8 $ — $ 500.9
Less:
Cost of Sales 277.4 130.5 — 407.9
Selling, general and administrative expenses 36.3 26.3 0.1 62.7
Other segment items 4.2 3.9 0.9 9.0
Add:
Equity in earnings of affiliated companies, net of tax 0.2 — — 0.2
LTIP and other non-operating charges 1.3 1.5 1.0 3.8
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 19.5 13.4 — 32.9
Adjusted EBITDA $ 19.2 $ 39.0 $ — $ 58.2
Capital expenditures 4.6 20.8 — 25.4
2025
Net sales from external customers $ 308.3 $ 158.1 $ — $ 466.4
Less:
Cost of Sales 242.5 125.5 — 368.0
Selling, general and administrative expenses 34.2 23.2 0.3 57.7
Other segment items 3.3 4.8 0.5 8.6
Add:
Equity in earnings of affiliated companies, net of tax 0.6 — — 0.6
LTIP and other non-operating charges 1.0 2.3 0.8 4.1
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 19.0 13.0 — 32.0
Adjusted EBITDA $ 48.9 $ 19.9 $ — $ 68.8
Capital expenditures 16.8 25.4 — 42.2
Other segment items —Other segment items for each reportable segment includes Research and Development costs and Other expense (income), net.
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Notes to the Condensed Consolidated Financial Statements—(continued)
Segment operating results for the six months ended June 30, 2026 and 2025 are as follows:
Rubber Specialty Corporate Total
(In millions)
2026
Net sales from external customers $ 605.9 $ 354.5 $ — $ 960.4
Less:
Cost of Sales 531.2 257.0 — 788.2
Selling, general and administrative expenses 70.1 51.2 0.5 121.8
Other segment items 8.0 8.4 1.3 17.7
Add:
Equity in earnings of affiliated companies, net of tax 0.3 — — 0.3
LTIP and other non-operating charges 1.9 2.0 1.8 5.7
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 39.4 26.2 — 65.6
Adjusted EBITDA $ 38.2 $ 66.1 $ — $ 104.3
Assets $ 1,145.6 $ 703.0 $ 138.4 $ 1,987.0
Capital expenditures 20.4 41.1 — 61.5
2025
Net sales from external customers $ 625.3 $ 318.8 $ — $ 944.1
Less:
Cost of Sales 501.4 246.2 — 747.6
Selling, general and administrative expenses 70.3 45.2 0.6 116.1
Other segment items 7.9 8.4 0.8 17.1
Add:
Equity in earnings of affiliated companies, net of tax 1.1 — — 1.1
LTIP and other non-operating charges 2.8 2.9 1.4 7.1
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 40.1 23.4 — 63.5
Adjusted EBITDA $ 89.7 $ 45.3 $ — $ 135.0
Assets $ 1,130.3 $ 765.5 $ 129.1 $ 2,024.9
Capital expenditures 30.9 40.5 — 71.4
Other segment items —Other segment items for each reportable segment includes Research and Development costs and Other expense (income), net.
A reconciliation of Income before earnings in affiliated companies and income taxes to Adjusted EBITDA for each of the periods presented is as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions)
Income before earnings in affiliated companies and income taxes $ 5.0 $ 13.0 $ 1.7 $ 30.5
LTIP and other non-operating charges 3.8 4.1 5.7 7.1
Depreciation and amortization of intangible assets, right of use assets, and property, plant and equipment 32.9 32.0 65.6 63.5
Equity in earnings of affiliated companies, net of tax 0.2 0.6 0.3 1.1
Interest and other financial expense, net 16.3 19.1 31.0 32.8
Adjusted EBITDA $ 58.2 $ 68.8 $ 104.3 $ 135.0
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Notes to the Condensed Consolidated Financial Statements—(continued)
Long term incentive plan (“LTIP”) and other non-operating charges include the following:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(In millions)
Long term incentive plan $ 3.0 $ 3.6 $ 4.4 $ 6.3
Other non-operating 0.8 0.5 1.3 0.8
LTIP and other non-operating charges $ 3.8 $ 4.1 $ 5.7 $ 7.1
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Management’s Discussion and Analysis of Financial Condition and Results of Operation
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.