Orion S.A. 10-Q

Item 1A. Risk Factors We are subject to volatility in the costs, quality and availability of raw materials and energy, which could decrease our production volumes and margins and adversely affect our business, financial condition, results of operations and cash flows. Our manufacturing processes consume significant amounts of raw materials and energy, the costs of which are subject to fluctuations in local and worldwide supply and demand as well as other factors beyond our control. The preponderance of raw material cost used in the production of carbon black is related to petroleum-based or coal-based feedstock known as carbon black oil, with additional use of other raw materials, such as acetylene, hydrogen and natural gas. We obtain a considerable portion of our raw materials and energy from selected key suppliers. Although we maintain certain raw material reserves, if any of these suppliers is unable to meet its obligations under supply agreements with us on a timely basis or at all, or if we cannot source sufficient supply, we may be forced to incur higher costs to obtain the necessary raw materials and energy elsewhere. Additionally, raw material sourcing and related infrastructure (e.g., harbor access, cargo or ship availability, pipeline, tank, rail, waterway or road-access), may be subject to local developments or regulations in certain jurisdictions where we operate that may reduce, delay or halt the physical supply of raw materials. Our inability to source energy or quality raw materials like carbon black oil, including due to 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, the growing tension between China and Taiwan and China’s relations with the U.S. and with the EU, or otherwise, in a timely fashion and at costs that we anticipate or that are acceptable to us, or an inability to pass-through any cost increases to our customers, could have an adverse impact on our business, financial condition, results of operations and cash flows. In particular, the Iran-U.S. Conflict poses significant risks to global oil supply and pricing. The duration, escalation, and ultimate resolution of the Iran-U.S. Conflict are highly uncertain, and Orion cannot predict with any reasonable certainty the impact that the conflict will have on crude oil prices, carbon black oil availability, or Orion's business in the future, but the longer the duration and/or the escalation in such hostilities will further exacerbate these impacts. Most of our Rubber Carbon Black supply contracts contain provisions that adjust prices to account for changes in a relevant feedstock price index. However, we are exposed to oil price and gas price fluctuations, and there can be no assurance that we will be able to shift the price risks to our customers. Success in offsetting increased raw material, energy and tax or tariff costs with related price increases is also influenced by competitive and economic conditions, as well as the speed and severity of such changes, and could vary significantly, depending on the segment served. Such increases may not be accepted by our customers, may not be fully reflected in the indices used in our pricing formulas, may not be sufficient to compensate for increased raw material and energy costs or may decrease demand for our products and our volume of sales. Oil and energy price fluctuations have had, and are likely to continue to have, significant and varying effects on our earnings and results of operations, partly because oil price changes affect our sales prices and our cost of raw materials and energy at different times and amounts, and partly due to other factors, such as differentials affecting the ultimate carbon black oil price paid by us (versus a particular reference price index), carbon black oil usage amounts and ongoing efficiency initiatives, the value of which fluctuates with oil prices. Failure to fully offset the effects of fluctuating raw material or energy costs could have a material adverse effect 28 Table of Contents Orion S.A. on our business, financial condition, results of operations and cash flows. Further, volatility in costs and pricing could result in commercial disputes with suppliers and customers regarding the interpretations of complex contractual pricing arrangements, which could adversely affect our business. Significant movements in the market price for crude oil tend to create volatility in our carbon black feedstock costs, which have in the past affected and may in the future affect our Net Working Capital, cash requirements and operating results. Changes in raw material and energy prices have a direct impact on our Net Working Capital levels. Increases in the cost of raw materials lead to an increase in our Net Working Capital. Due to the quantity of carbon black oil and finished goods that we typically keep in stock together with the levels of receivables and payables maintained, increases typically occur gradually over a two to three-month period but can vary depending on inventory levels and working capital levels, generally. Net Working Capital swings are particularly significant in an environment of high price volatility. We may also be subject to volatility in the cost, quality and availability of raw materials and energy due to factors beyond our control, such as geopolitical conflict. This could have an adverse impact on our business, financial condition, results of operations and cash flows. Our business, financial condition and results of operations have in the past and could in the future be adversely affected by disruptions in the carbon black oil and natural gas supplies, including disruptions caused by the ongoing Iran-U.S. Conflict and geopolitical tension in the Middle East, the Russia-Ukraine war and the growing tension between China and Taiwan. The impacts of war and other geopolitical events, including but not limited to the ongoing Iran-U.S. Conflict and geopolitical tension in the Middle East, the Russia-Ukraine war and the growing tension between China and Taiwan, are difficult to predict. For example, the Iran-U.S. Conflict has resulted in severe disruptions to global crude oil supplies and significant spikes in crude oil and carbon black oil prices. In addition, the conflict in Ukraine has previously caused, and may continue to cause, volatility in crude oil and natural gas prices. The responses of countries and political bodies to Iran’s actions in the Iran-U.S. Conflict and Russia’s actions in Ukraine, the larger overarching tensions, and Ukraine’s military defenses and the potential for wider conflict in the Russia-Ukraine war, may generally increase energy market volatility, have severe adverse effects on regional and global economic markets and cause volatility in energy and other product prices. The sanctions, shipping disruptions, collateral war damage, and the potential continuation or expansion of the ongoing Iran-U.S. Conflict and geopolitical tension in the Middle East and the Russia-Ukraine war, could further disrupt the availability of crude oil and natural gas supplies. The extent or length of any adverse effects of the Iran-U.S. Conflict and geopolitical tension in the Middle East and the Russian-Ukraine war on the supply of crude oil and natural gas and the quality and availability of carbon black oil is difficult to quantify. The continuation or escalation of events like the ran-U.S. Conflict and geopolitical tension in the Middle East and the Russian-Ukraine war could decrease our production volumes and margins and may adversely impact our business operations, financial condition and results of operations and are difficult to predict. The Iran-U.S. Conflict and geopolitical tension in the Middle East and the Russian-Ukraine war have impacted our margins and caused and may continue to cause curtailed or delayed spending by our customers’ customers, particularly in the automotive industry, and increases the risk of customer defaults or delays in payments. These and other conflicts may also lead to increased physical terrorist or cyberattacks, damage to global supply chains, and have other consequences that impact our business, financial condition and results of operations. The Iran-U.S. Military Conflict poses material risks to Orion's feedstock costs, supply chain, and results of operations. The Iran-U.S. Conflict poses a number of significant risks, and has resulted, and could continue to result, in a number of adverse consequences for Orion and other companies, including: • Significant disruption of global oil supply from the Middle East, resulting in sustained and material increases in crude oil prices and, correspondingly, in Orion's carbon black oil feedstock costs. • Disruption of shipping routes in the Persian Gulf, Gulf of Oman, Red Sea, and Gulf of Aden, increasing logistics costs and potentially impairing Orion's ability to source carbon black oil from Middle Eastern or Asian suppliers. • Expanded U.S. or international sanctions targeting Iranian oil exports, reducing global crude oil supply and exerting upward pressure on global crude oil and feedstock prices. • Broader regional escalation drawing in additional state actors, further destabilizing oil markets and global supply chains on which Orion relies. • Reduced demand from Orion's customers in the automotive, tire, and industrial sectors due to macro-economic slowdown caused by sustained energy price shocks. • Increased risk of cyberattacks and physical attacks on critical energy and industrial infrastructure, including infrastructure on which Orion's operations depend. Orion is greatly exposed to crude oil price and natural gas price fluctuations with no assurance that it will be able to shift price risks to its customers. Fluctuations in the market price for crude oil tend to create volatility in Orion's carbon black feedstock costs and have affected, and may in the future affect, Orion's Net Working Capital, cash requirements and operating results, with Net Working Capital swings being 29 Table of Contents Orion S.A. particularly significant in an environment of high price volatility. As a result, a sustained increase in crude oil prices resulting from the Iran-U.S. Conflict could have a particularly adverse impact on Orion's liquidity and working capital position. The duration, scope, and ultimate resolution of the Iran-U.S. military Conflict are highly uncertain and difficult to predict. Orion cannot predict whether or when the conflict will escalate, de-escalate, or resolve, or what the impact of any such developments will be on global oil markets, Orion's feedstock costs, Orion's customer demand, or Orion's business, financial condition, results of operations and cash flows, but the impact of these risks and consequences, individually or in combination, has had, and could continue to have, a material adverse effect on Orion's business, financial condition, results of operations and cash flows. 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. Our business is heavily reliant on oil and petroleum products and the price of oil directly impacts our operating costs and working capital levels and needs. The price of oil has increased significantly in the past few months due to the Iran-U.S. Conflict. The sharp rise in the price of oil has negatively impacted our working capital levels. We rely, and expect to continue to rely, on a combination of sources to meet our short-term working capital needs, including borrowings under our revolving credit facility, cash flows from operations and trade credit extended by our suppliers among other sources. As a result of the sharp increase in the price of oil we may need to obtain additional short-term and/or bridge financing to fund our working capital needs and day-to-day operations, including the purchase of inventory, payment of trade creditors and other operational expenses that arise in the ordinary course of our business. The availability of such short-term working capital financing is subject to a number of factors outside of our control, many of which are unpredictable, may change rapidly and may be adversely affected by a number of factors, including: • deterioration in general economic conditions, increased geopolitical tensions and/or disruptions in the supply of oil and petroleum products, as well as the financial and credit markets; • increases in interest rates or changes in the credit environment more broadly; • a deterioration in our financial condition, results of operations or credit profile; • limitations on our ability to access financing under our existing credit facilities due to the restrictive covenants and conditions in our existing credit facility and or to incur additional debt from other financing sources; • a tightening of lending standards by financial institutions, whether due to regulatory changes, macroeconomic conditions or otherwise; • a reduction in the willingness of our lenders or trade creditors to extend credit to us, including as a result of any actual or perceived weakening of our business or industry; • the expiration, termination or non-renewal of our existing credit facilities or working capital arrangements on terms acceptable to us or at all; and • disruptions to our supply chain or deterioration in our relationships with key suppliers that result in less favorable trade credit terms. If we are unable to access short-term working capital financing on commercially acceptable terms, or at all, we may be forced to seek alternative and potentially more costly sources of financing, reduce operations, reduce or delay capital expenditures, defer the payment of obligations to suppliers or other creditors, or take other measures that could have a material adverse effect on our business. There can be no assurance that alternative financing will be available to us on commercially acceptable terms or in the amounts required, particularly during periods of market stress or economic or geopolitical uncertainty. In addition, any financing that we are able to obtain may be subject to higher interest rates, more restrictive covenants or less favorable terms than our existing credit facilities and financing arrangements, which could increase our cost of capital and constrain our operational and financial flexibility further, including our ability to pay dividends. Borrowings under short-term working capital facilities are typically subject to periodic renewal or refinancing, and there can be no assurance that we will be able to renew or refinance any such facilities we are able to obtain on acceptable terms, on a timely basis, or at all. A failure to renew or replace such facilities prior to their maturity or expiration could result in a significant liquidity shortfall that could disrupt our operations and adversely affect our ability to meet our obligations. The risks associated with our working capital financing needs may be heightened during periods of elevated interest rates, market volatility, geopolitical uncertainty or economic downturn, as lenders may tighten credit standards and the availability of working capital financing across our industry may decline. Any of these factors, alone or in combination, could have a material adverse effect on our business, liquidity and financial condition and results of operations. Except as provided above, there have been no material changes to risk factors associated with our business previously disclosed in “Item 1A. Risk Factors ” in our Annual Report on Form 10-K for the year ended December 31, 2025. 30 Table of Contents Orion S.A. Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities None Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable