Orion S.A.

Note E. Debt and Other Obligations

Debt and other obligations are as follows:

Other Short-Term Debt and Obligations

Revolving credit facility

In September 2025, Orion entered into the Fourteenth Amendment to the Credit Agreement, which amended and restated our senior secured revolving credit facility (the “RCF”). We added €50.0 million to our RCF capacity, which expands our facility to €350.0 million. Under the amended RCF, Net Leverage, as defined in the Credit Agreement, is not permitted to exceed 5.0 x on or before December 31,

2026 and 4.5 x thereafter. Other Credit Agreement provisions relating to the RCF, including the commitment fee, substantially remained unchanged.

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

As of September 30, 2025, total capacity under our RCF and ancillary facilities is €350 million ($410.9 million). As of September 30, 2025 and December 31, 2024, availability under the RCF and ancillary facilities is $165.8 million and $127.5 million, respectively.

As of September 30, 2025, borrowings under the RCF were $58.7 million. There wereno borrowings under the RCF as of December 31, 2024. We classify amounts outstanding under the RCF as current in our Condensed Consolidated Balance Sheets as the borrowings are for short-term working capital needs, typically for one-month periods, and based on management’s intention to repay the amounts outstanding within one year from the date of drawing.

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

•On March 19, 2025, we sold 145 thousand EUA certificates for €10.5 million cash to a counterparty. The same counterparty has an obligation to resell, and we have the obligation to purchase, the same or substantially the same EUA certificates on January 28, 2026 for €10.8 million.

•On September 16, 2025, we sold approximately 320 thousand EUA certificates for €24.6 million cash to another counterparty. This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on January 28, 2026 for €24.8 million.

•On September 29, 2025, we sold approximately 21 thousand EUA certificates for €1.6 million cash to another counterparty. This counterparty also has an obligation to resell, and we have the obligation to purchase the same or substantially the same EUA certificates on January 28, 2026 for €1.6 million.

The difference between the considerations received and the amount of consideration to be paid will be recognized as an interest expense. At September 30, 2025, the amount outstanding, including accrued interest, was €36.8 million ($43.2 million). Due to the short maturity, the carrying value approximates the fair value.

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

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, 2024.