Orion S.A.

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all information you should consider. Please read the entire Proxy Statement carefully before voting.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

We invite you to attend Orion’s Annual General Meeting of Shareholders either physically or virtually and act upon the following matters:

Agenda and Voting Recommendations

**2026 ANNUAL

GENERAL MEETING

DATE AND TIME Thursday, June 25, 2026, at 2:00 p.m. CET

PLACE PHYSICAL 6, Route de Trèves L-2633 Senningerberg (Municipality of Niederanven) Grand Duchy of Luxembourg

VIRTUAL Via live webcast at: www.webcasts.com/Orion2026

RECORD DATE April 23, 2026, at 11:59 P.M. CET

HOW TO VOTE

IN PERSON At the General Meeting

VIA INTERNET www.proxyvote.com (beneficial shareholders) www.voteproxy.com (registered shareholders)

BY PHONE 1-800-776-9437 (inside the U.S.) 1-201-299-4446 (outside the U.S.)

BY MAIL Sign, date and return the proxy card in the enclosed envelope

Business Highlights

Returned to Positive Free Cash Flow* Generation, Despite Challenging Backdrop

Orion’s full year financial results reflected continued challenging conditions endured by the global chemicals industry throughout 2025, including broad macro uncertainty and more than three straight years of weak purchasing manager index (PMI) readings in Western markets. Our top line exhibited resilience, with net sales of ~$1.8 billion declining just 4% for the year, with 2% higher volumes and favorable foreign currency translation more than offset by lower prices, primarily the pass-through effect from lower oil-based raw material costs. Bottom-line results, however, were impacted by adverse geographic mix in our Rubber segment, as well as adverse end market and lower product mix within our Specialty segment. Adjusted EBITDA* of $248 million, consequently, declined ~18% from prior year levels. More positively, operating cash flow improved ~72% to $216 million in 2025, driven predominantly by sustainable working capital initiatives. After reducing capital expenditures by $46 million in 2025 compared to 2024, Orion delivered $55 million of positive free cash flow in 2025.

Second Best Safety Performance in Company History, Nine Times Better Than Industry Average

With three employee injuries at its plants worldwide, Orion finished 2025 with a Total Recordable Incidence Rate (TRIR) of 0.18 per 200,000 exposure hours, the second-best year since Orion has been a public company, slightly behind the 0.17 metric recorded in 2017. The average TRIR for the chemical manufacturing industry is 1.6, according to the U.S. Bureau of Labor Statistics. During the year, Orion’s plant network also received 10 safety awards from the International Carbon Black Association (ICBA), 8 of which were the ICBA’s highest “Gold Award” honor. Based on these performance metrics and awards, the company effectively set the industry’s benchmark for employee health and safety in 2025.

Manufacturing Excellence Program Gained Momentum, Boosting Plant Reliability

Orion’s operational excellence initiatives have built momentum and are beginning to yield results. Over the course of 2025, our North American plants’ reliability, calculated by measuring the percentage of time an asset is operational without failure, improved with more than 200 basis points, enabling markedly improved on-time customer order fulfillment metrics. We are focused on replicating these successes across our plant network worldwide. Efforts include adopting a variety of capital-light but novel process technologies, including automation for greater process efficiency.

Financial Highlights

Orion generated a consolidated net loss of $70 million, including a non-cash goodwill impairment charge of $81 million recognized in the third quarter, and Adjusted EBITDA of $248 million. Our 2025 net sales amounted to $1.8 billion, down 4% from prior year, mainly consisting of a 7% decline in price, including the pass-through effect of lower oil prices, offset by a 2% increase in volume and favorable foreign currency translation. Record high levels of lower-tier tire imports into the Western Hemisphere and persistently soft demand in key industrial end-markets including transportation and polymers pressured our results, particularly in the second half of 2025. In response, Orion has focused on mitigating actions, including cost rationalization, inventory reduction and other optimization efforts. Considering our impacted results and macro uncertainty, Orion has been taking additional actions to deliver solid earnings and generate cash, including adjusting our cost structure to align with the current demand environment, amending our credit agreement, focusing maintenance on high-contributing assets, and prioritizing near-term profit generation opportunities. Other highlights include our improved plant reliability this year by 200 basis points, mainly driven by manufacturing excellence initiatives and the extraction of $69 million of cash in working capital, resulting in $55 million of free cash flow delivery.

Sustainability Highlights

Orion’s three sustainability pillars, enabling carbon black, circular carbon black and renewable carbon black, are deeply ingrained in our business strategy and day-to-day operations. These pillars are the key drivers for the innovative and sustainable solutions that Orion offers to its customers and contribute to the creation of the Company’s long-term success, growth and business resilience.

Our commitment to sustainability is strengthened by the inclusion of a 5% weighting for safety performance and an additional 5% weighting for sustainability performance in the metrics applied to determine the actual earned payout under our short-term incentive plan. Our long-term incentive plan is focused on relative Total Shareholder Return (rTSR) and Return on Capital Employed (ROCE) but also includes a 12.5% sustainability performance weighting and an additional 12.5% employee engagement score weighting. We believe that having the right mix of financial and sustainability focused performance metrics ensures our leadership focuses on creating long-term value while aligning with our shareholders’ interest.

In 2025, we demonstrated our commitment to the health and safety of our employees by achieving a TRIR of 0.18, the second best in the Company’s history, and nine times better than the industry average of 1.6(1). We believe that best-in-class safety practices and performance produce superior operational and financial performance for the Company and contribute to long-term shareholder value creation. To that end, we continuously assess the risks our employees face at each of our facilities, and we work to mitigate those risks through frequent training, appropriately tailored operating procedures and other preventative safety and health programs. To further champion a safe work environment, we launched a “Safety Starts With Me” - campaign, which is a behavior-based safety initiative that promotes proactive safety awareness and risk mitigation.

During the year, Orion also received 10 safety awards from the International Carbon Black Association (ICBA), including 8 gold awards, which were the highest honor. Based on these performance metrics and awards, the company effectively set the industry’s benchmark for employee health and safety in 2025.

Additionally, EcoVadis’s Platinum designation placed Orion in the top 1% of all companies surveyed during 2025, capping another successful year for sustainability progress at our company.

Highlighted below are our most important achievements and external recognitions received in 2025.

KEY RECOGNITIONS AND ACHIEVEMENTS

Board Highlights

The Orion Board of Directors is currently composed of nine directors with an extensive variety of skills, expertise and global leadership experience that is deemed critical to support our strategy and create long-term value for shareholders. The Board evaluates itself continuously and ensures that fresh perspectives are introduced into the Board room, most recently welcoming Ms. Jacqueline Hoogerbrugge in 2025, who adds over thirty years of leadership experience and has served on eight boards including three public company boards. Mr. Michel Wurth has decided to not stand for re-election to the Board of Directors at the Annual General Meeting due to increased responsibilities with other organizations. The Board followed the Nominating, Sustainability and Governance Committee’s recommendation to effectively reduce the number of directors standing for reelection to eight and not to nominate a new director nominee to succeed into Mr. Wurth’s position. Each of our directors is independent, except for Mr. Corning Painter, our Chief Executive Officer.

Orion Board of Directors from left: Kerry Galvin, Jacqueline Hoogerbrugge, Dr. Yi Hyon Paik, Michel Wurth, Corning Painter, Paul Huck, Mary Lindsey, Dan Smith and Didier Miraton

QUALIFICATION AND BACKGROUND MIX

The information above reflects our current Board of Directors nominees excluding Mr. Michel Wurth, who will serve on our Board until his retirement from our Board on June 25, 2026. He will not stand for reelection at the Annual General Meeting.

BOARD REFRESHMENT

Over the past six years, the Board has added five new Directors, inspiring refreshed insights and significantly increasing the broad variety of backgrounds and expertise.

Corporate Governance Highlights

Our Board of Directors believes that good corporate governance through a knowledgeable, accountable and engaged Board and transparent communication with our shareholders and other stakeholders are essential for Orion’s long-term success. The attributes and annual activities highlighted below demonstrate an accountable, independent and engaged Board that possesses a broad mix of skills and experience to support our strategy.

Annual election of all directors

Independent Board (7 out of 8 nominees)

Independent Board Chair

Refreshed and broadly mixed Board with 38% female, 25% veteran, 4 different countries of origin, 5 new directors in last six years

Highly skilled and qualified Board with 38% past CEO, 38% past CFO, 63% past Head of Operations, 75% Human Capital experience, 13% IT leader and 100% sustainability experience

Executive sessions at each regular Board and committee meeting

Regular Audit Committee executive sessions with the CFO, Internal Audit and External Audit as well as cybersecurity

Majority Voting in director elections

Once-a-year Invitation to investor to share perspectives directly at a Board meeting

Thorough annual Board and committee evaluation and self-assessment process

Recurring review of committee charters

Recurring review of Company strategy, global company policies and material legal and regulatory developments and best practices

Regular Board review of CEO succession plan and assessment of senior leadership positions

Structured orientation process for new directors with continued education sessions. Continued added focus on staying updated on emerging risks including cybersecurity and Artificial Intelligence (AI) risks

Strong engagement and commitment by all directors evidenced by 100% Board and 96% committee meeting attendance rate in 2025

Commitment to increased sustainability focus through adding related metrics to short-term and long-term incentive plans

2025 SHAREHOLDER ENGAGEMENT

Our Board believes that demonstrating good governance and transparency through engagement with shareholders and other stakeholders is key to the Company’s long-term success. Our approach to proactive year-round engagements keeps us aligned on priorities while valuing our shareholders’ and other stakeholders’ perspectives.

Executive Compensation Highlights

Our Compensation Committee governs the Company’s compensation program for senior executives to ensure pay is aligned with Company performance. Where applicable, our Compensation Committee applies discretion to our senior executives’ compensation to more closely align with shareholders’ interests. The following aspects of our executive compensation program demonstrate our pay-for-performance philosophy and commitment to good governance:

OUR NAMED EXECUTIVE OFFICERS

NAMED EXECUTIVE OFFICER TARGET 2025 COMPENSATION

2025 SHORT-TERM AND 2025 LONG-TERM INCENTIVE PLAN PAYOUT RESULTS

The Compensation Committee sets rigorous targets for our short-term and long-term incentive plans, increasingly focusing on sustainability and human capital, of which the latter is reflected in our employee engagement metric included in our long-term incentive plan. The 2025 payout results for our short- and long-term incentive plans are aligned with the Company’s performance as set forth below.

2025 STI METRICS

2023 PERFORMANCE STOCK UNITS VESTED IN 2025 (THREE-YEAR PERFORMANCE PERIOD)