Orion S.A. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and six months ended June 30, 2026 and 2025 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited ) elsewhere in this report. Results for the three and six month periods ended June 30, 2026 are not necessarily indicative of results that may be expected for the entire year. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to Orion S.A. together with its consolidated subsidiaries (“Orion S.A.”). Key Factors Affecting Our Results of Operations This section should be read in conjunction with the discussion under Drivers of Demand , in Part 1, Item 1. Business in our Annual Report in Form 10-K for the year ended December 31, 2025, for drivers and factors that are likely to have an impact on our operating results. For segment drivers, refer to Segment Discussion elsewhere in this document. Operating Results Operating results for the periods discussed as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Delta 2026 2025 Delta (In millions) % (In millions) % Net sales $ 500.9 $ 466.4 $ 34.5 7 $ 960.4 $ 944.1 $ 16.3 2 Cost of sales 407.9 368.0 39.9 11 788.2 747.6 40.6 5 Gross profit 93.0 98.4 (5.4) (5) 172.2 196.5 (24.3) (12) Selling, general and administrative expenses 62.7 57.7 5.0 9 121.8 116.1 5.7 5 Research and development costs 7.2 6.5 0.7 11 14.5 13.1 1.4 11 Other expenses, net 1.8 2.1 (0.3) (14) 3.2 4.0 (0.8) (20) Income from operations 21.3 32.1 (10.8) (34) 32.7 63.3 (30.6) (48) Interest and other financial expense, net 16.3 19.1 (2.8) (15) 31.0 32.8 (1.8) (5) Income before earnings in affiliated companies and income taxes 5.0 13.0 (8.0) (62) 1.7 30.5 (28.8) (94) Income tax expense 3.4 4.6 (1.2) (26) 10.1 13.5 (3.4) (25) Earnings in affiliated companies, net of tax 0.2 0.6 (0.4) (67) 0.3 1.1 (0.8) (73) Net income (loss) 1.8 9.0 (7.2) (80) (8.1) 18.1 (26.2) (145) Other comprehensive income (loss), net of tax Foreign currency translation adjustments 0.6 (2.6) 3.2 (123) 4.2 — 4.2 N/A Net losses on derivatives (2.2) (2.0) (0.2) 10 (0.5) (3.5) 3.0 (86) Defined benefit plans, net — (0.1) 0.1 (100) (0.1) (0.2) 0.1 (50) Total other comprehensive income, net of tax (1.6) (4.7) 3.1 (66) 3.6 (3.7) 7.3 (197) Comprehensive income (loss) $ 0.2 $ 4.3 $ (4.1) (95) $ (4.5) $ 14.4 $ (18.9) (131) Operating Results Discussion For the three months ended June 30, 2026 compared to three months ended June 30, 2025 Net sales Net sales for the three months ended June 30, 2026 increased by $34.5 million, or 7%, year over year to $500.9 million, primarily due to a 9% favorable pass-through effect of higher year-over-year oil prices driven by the conflict in the Middle East and 2% favorable foreign exchange rate impact due to weakening of U.S. dollar versus the euro and other major currencies. The favorable variances were partially offset by unfavorable pricing of 2%, owing primarily to annual contract agreements in the Rubber Carbon Black segment and 1% lower volumes primarily driven by lower tire production rates in the Americas as well as softer year-over-year original equipment (“OE”) manufacturer demand in the Americas and Asia Pacific regions. Cost of sales Cost of sales for the three months ended June 30, 2026 increased by $39.9 million, or 11%, year over year to $407.9 million, mainly due to 18 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation feedstocks linked to higher oil costs driven by the Middle East conflict. Gross profit Gross profit for the three months ended June 30, 2026 decreased by $5.4 million, or 5%, year over year to $93.0 million. The decrease was primarily driven by an unfavorable pricing impact of 11%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, partially offset by a 4% favorable volume impact and 3% favorable foreign exchange rate impact. Selling, general and administrative expenses Selling, general and administrative expenses for the three months ended June 30, 2026 increased by $5.0 million, or 9%, year over year to $62.7 million. The increase was driven 4% due to higher freight and distribution expenses and 3% higher variable compensation. Provision for income taxes Income before earnings in affiliated companies and income taxes for the three months ended June 30, 2026 decreased by $8.0 million, or 62%, year over year to $5.0 million. 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 is primarily determined based on the projected pre-tax income mix in countries with varying statutory tax rates and the impact of valuation allowances on tax losses. Comprehensive Income and Net Income Comprehensive income for the three months ended June 30, 2026 decreased by $4.1 million, or 95%, year over year to $0.2 million. The components of Comprehensive income are discussed below: Net income for the three months ended June 30, 2026 decreased by $7.2 million, or 80%, year over year to $1.8 million as discussed above. The activities from the components of Other comprehensive income (loss) are discussed below: • $3.2 million of net favorable impact due to change in foreign currency translation adjustments as a result of the weakening of the U.S. dollar versus euro. For the six months ended June 30, 2026 compared to six months ended June 30, 2025 Net sales Net sales increased by $16.3 million, or 2%, year over year in the six months ended June 30, 2026 to $960.4 million, primarily driven by 4% favorable foreign exchange rate impact due to weakening of the U.S. dollar versus the euro and other major currencies, partially offset by 3% unfavorable pricing, including lower year-over-year oil pass-through effects and lower annual contract agreements in our Rubber Carbon Black segment. Cost of sales Cost of sales increased by $40.6 million, or 5%, year over year to $788.2 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, mainly due to feedstocks linked to higher oil costs driven by the Middle East conflict. Gross profit Gross profit decreased by $24.3 million, or 12%, year over year to $172.2 million. The decrease was primarily driven by an unfavorable pricing impact of 11%, primarily from annual contract agreements in our Rubber Carbon Black segment, a 4% effect from unfavorable product and regional mix and a 3% unfavorable timing effect from the pass-through of raw material costs, partially offset by 5% favorable foreign exchange rate impact. Selling, general and administrative expenses Selling, general and administrative expenses increased by $5.7 million, or 5%, year over year to $121.8 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by 4% higher freight and distribution expenses. Provision for income taxes Income before earnings in affiliated companies and income taxes for the six months ended June 30, 2026 decreased by $28.8 million, or 94%, year over year to $1.7 million. Income tax expense for the six months ended June 30, 2026 and 2025 was $10.1 million and $13.5 million, respectively. Income tax 19 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation expense is primarily determined based on projected pre-tax income mix in countries with varying statutory tax rates and the impact of valuation allowances on tax losses. Comprehensive Income (Loss) Comprehensive loss was $4.5 million for the six months ended June 30, 2026 compared to Comprehensive income of $14.4 million for the six months ended June 30, 2025. Net loss was $8.1 million for the six months ended June 30, 2026 compared to Net income of $18.1 million for the six months ended June 30, 2025. The activities from the components of Other comprehensive income (loss) are discussed below: • $4.2 million of net favorable impact due to foreign currency translation adjustments, and • $3.0 million of net favorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps. Sensitivities Analysis We monitor certain sensitivities impacting our Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Inventories, net plus Accounts receivable, net minus Accounts payable (“Net Working Capital”) as follows: • A $10 per barrel change in feedstock costs ◦ Estimated impact on Net Working Capital is between $25 million to $30 million, over 3-4 months; ◦ Estimated fiscal year impact on EBITDA is between $7 million to $10 million; and • A one percent (1%) change in foreign currency exchange rates (euro vs U.S. dollar)— Estimated fiscal year impact on EBITDA is approximately $2 million. 20 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Non-GAAP Financial Measures We present certain financial measures that are not prepared in accordance with GAAP or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of other companies. For a reconciliation of these non-GAAP financial measures to their nearest comparable GAAP measures, see section Reconciliation of Non-GAAP Financial Measures below. These non-GAAP measures include, but are not limited to, EBITDA, Adjusted EBITDA, Net Working Capital, Capital Expenditures and Free Cash Flow. We define: • EBITDA —Earnings before interest, taxes, depreciation and amortization. • Adjusted EBITDA —Income from operations before depreciation and amortization, stock based compensation, and non-recurring items (such as, restructuring expenses, legal settlement gain, loss (recovery) due to assets misappropriation, net, etc.) plus Earnings in affiliated companies, net of tax. • Net Working Capital —Inventories, net plus Accounts receivable, net minus Accounts payable. • Capital Expenditures —Cash paid for the acquisition of property, plant and equipment. • Free Cash Flow —Net cash provided by operating activities less Net cash used in investing activities. Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), who is our chief operating decision maker (“CODM”). Adjusted EBITDA is used by our CODM to evaluate our operating performance and to make decisions regarding allocation of capital, because it excludes the effects of items that have less bearing on the performance of our underlying core business. We use this measure, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing our business. We believe these measures are useful measures of financial performance in addition to Net income, Income from operations and other profitability measures under GAAP, because they facilitate operating performance comparisons from period to period. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA provides a useful additional basis for evaluating and comparing the current performance of the underlying operations. In addition, we believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business. However, other companies and analysts may calculate non-GAAP financial measures differently, so making comparisons among companies on this basis should be done carefully. Non-GAAP measures are not performance measures under GAAP and should not be considered in isolation or construed as substitutes for Net sales, Net income, Income from operations, Gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP. 21 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Reconciliation of Non-GAAP Financial Measures The following table presents reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA : Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Delta 2026 2025 Delta (In millions) % (In millions) % Net income (loss) $ 1.8 $ 9.0 $ (7.2) (80) $ (8.1) $ 18.1 $ (26.2) (145) Add back Income tax expense 3.4 4.6 (1.2) (26) 10.1 13.5 (3.4) (25) Add back Equity in earnings of affiliated companies, net of tax (0.2) (0.6) 0.4 (67) (0.3) (1.1) 0.8 (73) Income before earnings in affiliated companies and income taxes 5.0 13.0 (8.0) (62) 1.7 30.5 (28.8) (94) Add back Interest and other financial expense, net 16.3 19.1 (2.8) (15) 31.0 32.8 (1.8) (6) Income from operations 21.3 32.1 (10.8) (34) 32.7 63.3 (30.6) (48) Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets 32.9 32.0 0.9 3 65.6 63.5 2.1 3 EBITDA 54.2 64.1 (9.9) (15) 98.3 126.8 (28.5) (23) Equity in earnings of affiliated companies, net of tax 0.2 0.6 (0.4) (67) 0.3 1.1 (0.8) (73) Long term incentive plan 3.0 3.6 (0.6) (17) 4.4 6.3 (1.9) (30) Other adjustments 0.8 0.5 0.3 60 1.3 0.8 0.5 63 Adjusted EBITDA $ 58.2 $ 68.8 $ (10.6) (15) $ 104.3 $ 135.0 $ (30.7) (23) Adjusted EBITDA Specialty Carbon Black $ 39.0 $ 19.9 $ 19.1 96 $ 66.1 $ 45.3 $ 20.8 46 Adjusted EBITDA Rubber Carbon Black $ 19.2 $ 48.9 $ (29.7) (61) $ 38.2 $ 89.7 $ (51.5) (57) Adjusted EBITDA (A Non-GAAP Financial Measure) For the quarter ending June 30, 2026 , Adjusted EBITDA decreased $10.6 million, or 15%, year over year to $58.2 million. The decrease was driven by a 16% unfavorable pricing from lower annual contract agreements and a 4% effect from unfavorable product and regional mix in our Rubber Carbon Black segment, which was partially offset by favorable volume and product mix in our Specialty Carbon Black segment. Additionally, foreign exchange rate impact was favorable by 4%. For the six months ended June 30, 2026, Adjusted EBITDA decreased $30.7 million, or 23%, year over year to $104.3 million. The decrease was primarily due to a 16% unfavorable effect from lower annual contract agreements in our Rubber Carbon Black segment, a 5% effect from unfavorable product and regional mix in our Rubber Carbon Black segment, partially offset by favorable volume and product mix in Specialty Carbon Black segment. Foreign currency exchange rate impact was favorable by 6%. 22 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Segment Discussion Our operations are managed through two reportable segments, Specialty Carbon Black and Rubber Carbon Black . We use Segment Adjusted EBITDA as the measure of segment performance and profitability. The tables below present our segment results derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated. Specialty Carbon Black Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Delta 2026 2025 Delta (In millions) % (In millions) % Net sales $ 184.8 $ 158.1 $ 26.7 17 $ 354.5 $ 318.8 $ 35.7 11 Adjusted EBITDA $ 39.0 $ 19.9 $ 19.1 96 $ 66.1 $ 45.3 $ 20.8 46 The Middle East conflict influenced our second quarter business performance. Our proactive pricing actions and surcharges enabled us to largely mitigate volatility in oil prices and associated feedstock costs. Additionally, we saw broad end market participation in Europe, Middle East and Africa (“EMEA”) and Americas regions, beyond customer restocking activity. For the three months ended June 30, 2026 compared to three months ended June 30, 2025 Net sales increased by $26.7 million, or 17%, year over year to $184.8 million, for the three months ended June 30, 2026, driven primarily by 8% higher pricing, mainly on higher year-over-year oil prices, 4% favorable product mix, 3% benefit from higher volumes in our Americas and EMEA regions and a 2% favorable foreign exchange rate impact. Adjusted EBITDA increased by $19.1 million, or 96%, year over year to $39.0 million for the three months ended June 30, 2026. The increase was driven 52% by beneficial pricing across most products and regions, supported by higher oil prices, a 22% effect from higher volumes, a 19% benefit from favorable product mix and a 4% favorable foreign exchange rate impact. For the six months ended June 30, 2026 compared to six months ended June 30, 2025 Net sales increased by $35.7 million, or 11%, year over year to $354.5 million for the six months ended June 30, 2026, driven primarily by a 4% favorable foreign exchange rate impact, 4% favorable product mix and 3% higher volumes, driven by higher demand in our Americas and EMEA regions. Adjusted EBITDA increased by $20.8 million, or 46%, year over year to $66.1 million for the six months ended June 30, 2026. The increase was driven primarily by a 16% favorable effect from higher volumes, a 15% effect from favorable product mix and an 9% favorable foreign exchange rate impact. Rubber Carbon Black Three Months Ended June 30, Six Months Ended June 30, 2026 2025 Delta 2026 2025 Delta (In millions) % (In millions) % Net sales $ 316.1 $ 308.3 $ 7.8 3 $ 605.9 $ 625.3 $ (19.4) (3) Adjusted EBITDA $ 19.2 $ 48.9 $ (29.7) (61) $ 38.2 $ 89.7 $ (51.5) (57) Despite creating volatility in oil-derived feedstock costs, along with concerns about input availability, the conflict in the Middle East did not materially impact fundamental demand trends in the key markets addressed by our Rubber Carbon Black segment during the second quarter of 2026. Demand for replacement tires in the Americas remained down year over year in the second quarter for both passenger car and truck and bus categories, while sales of OE passenger car tires improved slightly and OE truck and bus tire demand decreased. U.S. tire production rates were lower year over year. In Europe, passenger car tire sales, both replacement and OE, were down slightly on a year-over-year basis during the second quarter, while truck and bus tire sales were higher. For the three months ended June 30, 2026 compared to three months ended June 30, 2025 Net sales increased by $7.8 million, or 3%, year over year to $316.1 million for the three months ended June 30, 2026, primarily due to a positive 9% pass-through effect from higher year-over-year oil prices and 3% favorable foreign exchange rate impact, partially offset by unfavorable pricing of 4%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, 3% lower volume and 3% adverse customer and regional mix. 23 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Adjusted EBITDA decreased by $29.7 million, or 61%, year over year to $19.2 million for the three months ended June 30, 2026, driven primarily by a unfavorable pricing of 22%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, a 20% unfavorable pass-through effect of raw material costs and a 14% unfavorable regional mix. Those were partially offset by a 4% favorable foreign exchange rate impact. For the six months ended June 30, 2026 compared to six months ended June 30, 2025 Net sales decreased by $19.4 million, or 3%, year over year to $605.9 million for the six months ended June 30, 2026, primarily due to 3% unfavorable regional customer mix, 2% pass-through effect from lower year-over-year oil prices and unfavorable pricing of 2%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, partially offset by 4% favorable foreign exchange rate impact. Adjusted EBITDA decreased by $51.5 million, or 57%, year over year, to $38.2 million for the six months ended June 30, 2026, driven primarily by unfavorable pricing of 23%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, a 16% effect from unfavorable regional mix and 15% unfavorable pass-through effect from raw material costs. Foreign exchange rate impact was favorable by 4%. Liquidity and Capital Resources Sources of Liquidity Our principal sources of liquidity are the net cash generated (i) from operating activities, primarily driven by our operating results and changes in working capital requirements and (ii) from financing activities, primarily driven by borrowing amounts available under our committed multi-currency, the senior secured Revolving credit facility (the “RCF”) and related ancillary facilities, various uncommitted local credit lines, and, from time to time, term loan borrowings and Accounts receivable factoring. We believe our anticipated future operating cash flows, the capacity under our existing credit facilities, along with access to surety bonds, will be sufficient to finance our planned capital expenditures, settle our commitments and contingencies and address our normal anticipated working capital needs for the foreseeable future. For a discussion of the risks that could increase our short-term working capital needs, see “ We may require short-term working capital financing due to rising oil and petroleum product prices to support our day-to-day operations, and we may be unable to obtain such financing on commercially acceptable terms or at all, which could materially adversely affect our business, liquidity and financial condition and results of operations ” in Item 1A. Risk Factors in Part II of this Quarterly Report on Form 10-Q. As of June 30, 2026, the company had total liquidity of $178.3 million, including cash and equivalents of $50.8 million, and $127.5 million availability under our RCF, including ancillary lines. Cash Flows The tables below present our historical cash flows derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated. Six Months Ended June 30, 2026 2025 (In millions) 1 Net cash provided by operating activities $ 14.9 $ 54.1 2 Net cash used in investing activities (61.5) (71.4) 3 Net cash provided by financing activities 37.4 14.0 Free Cash Flow (1) (1-2) (46.6) (17.3) (1) Free Cash Flow is a non-GAAP financial measure. Other companies and analysts may calculate this non-GAAP financial measures differently. 2026 Net cash provided by operating activities during the six months ended June 30, 2026 was $14.9 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $197.3 million sale of certain accounts receivable, discussed in Note B. Accounts Receivable to the Condensed Consolidated Financial Statements. Net cash used in investing activities in the six months ended June 30, 2026 amounted to $61.5 million. The expenditures were primarily related to safety, maintenance and growth investments. 24 Table of Contents Orion S.A. Management’s Discussion and Analysis of Financial Condition and Results of Operation Net cash provided by financing activities during the six months ended June 30, 2026 amounted to $37.4 million. The inflows primarily consist of borrowing under our RCF facilities of $66.5 million. The outflow primarily consisted of scheduled debt repayments, dividend distributions and payments for debt issuance costs. 2025 Net cash provided by operating activities for the six months ended June 30, 2025, amounted to $54.1 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $228.2 million sale of certain accounts receivables, discussed in Note B. Accounts Receivable to the Condensed Consolidated Financial Statements. Net cash used in investing activities for the six months ended June 30, 2025, amounted to $71.4 million. The expenditures were primarily related to safety, maintenance and growth investments. Net cash provided by financing activities for the six months ended June 30, 2025, amounted to $14.0 million. The inflows primarily consisted of $17.6 million related to other short-term debt borrowings and $28.0 million, net borrowings under our ancillary credit facilities. Those were partially offset by scheduled debt repayments, dividend distributions and stock buybacks. Net working capital (A Non-GAAP Financial Measure) We define Net working capital as the sum total of current Accounts receivable, net and Inventories, net less Accounts payable. Net working capital is a non-GAAP financial measure and other companies may use a similarly titled financial measure that is calculated differently from the way we calculate Net working capital. The following table sets forth the principal components of our Net working capital as of the dates indicated. June 30, 2026 December 31, 2025 (In millions) Accounts receivable, net $ 300.4 $ 213.6 Inventories, net 275.5 277.3 Accounts payable (218.0) (197.0) Net working capital $ 357.9 $ 293.9 Our Net working capital position can vary significantly from month to month, mainly due to fluctuations in oil prices and receipts of carbon black oil shipments. In general, increases in the cost of raw materials lead to an increase in our Net working capital requirements, as our inventories and trade receivables increase as a result of higher carbon black oil prices and related sales levels. These increases are partially offset by related increases in trade payables. Due to the quantity of carbon black oil that we typically keep in stock, such increases in Net working capital occur over a period of two to three months. Conversely, decreases in the cost of raw materials lead to a decrease in our Net working capital requirements over the same period of time. Our Net working capital increased from $293.9 million as of December 31, 2025, to $357.9 million as of June 30, 2026. The primary working capital change drivers, year over year, were as follows: • Accounts receivable, net —This increase was primarily due to higher demand in 2026 compared to 2025 and the timing of payments. Refer Note B. Accounts Receivable for discussion. Those increases were partially offset by: • Accounts payable —Increase in accounts payable was primarily due to the timing of payments. Capital expenditures (A Non-GAAP Financial Measure) We plan to finance our Capital expenditures with cash generated by our operating activities and/or by utilizing existing debt capacity. We do not plan to make material Capital expenditures outside the ordinary course of our business. Off-Balance Sheet Arrangements As of June 30, 2026, we did not have any off-balance sheet arrangements. 25 Table of Contents Orion S.A. Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 This report contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business. These statements constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. You should not place undue reliance on forward-looking statements. Forward-looking statements include, among others, statements concerning our potential exposure to market risks, macroeconomic conditions including tariffs, expected plant uptime, market conditions, anticipated customer demand, expected impacts of operational improvements and foreign exchange, expectations regarding capital expenditures, working capital and free cash flow, our outlook for 2026, and other statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions and statements that are not limited to statements of historical or present facts or conditions. Forward-looking statements are typically identified by words such as “anticipate,” “assume,” “assure,” “believe,” “confident,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “objectives,” “outlook,” “plan,” “probably,” “project,” “seek,” “target,” “to be,” “will,” and other words of similar meaning. These forward-looking statements include, without limitation, statements about the following matters: • our profit and cash flow projections; • our compliance with regulatory changes in certain countries; • the outcome of any in-progress, pending or possible litigation or regulatory proceedings; • the impact of adoption of new ASUs on our financial results; • the sufficiency of our cash on hand, cash provided by operating activities and borrowings to pay our operating expenses, satisfy our contractual and lease obligations (including debt obligations) and fund capital expenditures; and • our projections and expectations for pricing, financial results and performance in 2026 and beyond. All these forward-looking statements are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. These factors include, among others: • negative or uncertain worldwide economic conditions and developments; • the escalating military conflict between the United States and Iran (the “Iran-U.S. Conflict”) and geopolitical tension in the Middle East, the Russia-Ukraine war and the growing tension between China and Taiwan; • disruptions in the supply and the volatility of the pricing of carbon black oil feedstock and natural gas (including due to geopolitical conflicts), which could adversely affect our production volumes, margins and results of operations; • our capital needs and ability to obtain required financing for our operations and working capital needs, particularly in the short term; • the operational risks inherent in chemicals manufacturing, including but not limited to disruptions due to technical difficulties, severe weather conditions, natural disasters, pandemics, or otherwise; • unanticipated impacts of our plans and strategies, including possible future decisions to discontinue or reduce production at certain facilities; • our dependence on major customers and suppliers; • further changes and uncertainty in the geopolitical environment or government policy, including related to tariffs, counter-tariffs and other trade barriers; • our ability to compete in the industries and markets in which we operate; • our ability to successfully develop new products and technologies; • our ability to effectively implement our business strategies; • the volatility of costs, quality and availability of raw materials and energy; • our ability to realize benefits from investments, joint ventures, acquisitions or alliances; • our ability to realize benefits from, and changes in plan with respect to, plant capacity expansions and capital investments such as site development projects; • any information technology systems failures, network disruptions and breaches of data security, including via third-party systems or using emerging technologies such as artificial intelligence; 26 Table of Contents Orion S.A. • our exposure to political or country risks inherent in doing business globally; • rapidly changing geopolitical environment, conflicts, growing tension between U.S. and other countries, and/or any other escalations that may impact energy costs, raw material availability or other economic disruptions; • our ability to comply with complex environmental, health and safety laws and regulations, and current and any possible future investigations and enforcement actions by governmental, supranational agencies or other organizations; • environmental, social and governance matters, including regulations requiring a reduction of greenhouse gas emissions or that impose additional taxes or fees on emissions as well as increased awareness and adverse publicity about potential impacts on climate change by us; • changes in regulations for carbon black as a nano-scale material; • our operations as a company in the chemical sector, including the related risks of leaks, fires and toxic releases as well as other accidents; • any changes in European Union regulations or similar international regulations on chemical carbon that will affect our ability to market and sell our products; • any market or regulatory changes that may affect our ability to sell or otherwise benefit from co-generated energy; • any litigation or legal proceedings, including product liability, environmental or asbestos related claims; • our ability to protect our intellectual property rights and know-how; • risks associated with our financial leverage; • restrictive effects of the covenants in our debt instruments; • any deterioration in our financial position or downgrade of our ratings by credit rating agencies; • any disruptive changes in international and local economic conditions, dislocations in credit and capital markets and inflation or deflation; • our ability to generate the funds required to service our debt and finance our operations; • any fluctuations in foreign currency exchange or interest rates; • the availability and efficiency of hedging for certain risks; • any potential impairments or write-offs of certain assets; • any required increases in our pension fund or retirement-related contributions; • the adequacy of our insurance coverage; • any challenges to our decisions and assumptions in assessing and complying with our tax obligations; • any changes in our jurisdictional earnings mix or in the tax laws or accepted interpretations of tax laws in those jurisdictions; • the ability to pay dividends on our Common stock at historical rates or at all; • the difference between our stockholders’ rights and rights of stockholders of a U.S. corporation; • the potential difficulty in obtaining or enforcing judgments or bringing legal actions against Orion S.A. (a Luxembourg incorporated entity) in the U.S. or elsewhere outside Luxembourg; • the difference between Luxembourg & European insolvency laws from U.S. insolvency laws; • our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages; and • our ability to recruit or retain key management and personnel. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include those factors detailed under the captions “Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” and “Risk Factors” and in “ Note Q. Commitments and Contingencies” to our audited Consolidated Financial Statements regarding contingent liabilities, including litigation in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our quarterly reports on Form 10-Q and the unaudited Condensed Consolidated Financial Statements contained therein. It is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, as a result of new information, future events or other information, other than as required by applicable law. 27 Table of Contents Orion S.A. Item 3. Quantitative and Qualitative Disclosures About Market Risk Information about market risks for the period ended June 30, 2026 does not differ materially from “ Item 7A” in our Annual Report on Form 10-K for the year ended December 31, 2025.