Orion S.A.

Credit Agreement Amendment

On February 13, 2026, Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany and an indirect, wholly owned subsidiary of Orion S.A. (the “Company”), the other loan parties thereto, Goldman Sachs Bank USA, in its capacity as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and UniCredit Bank GmbH as sole coordinator, book runner and mandated lead arranger entered into that certain fifteenth amendment (the “Fifteenth Amendment”), which amends the credit agreement originally dated as of July 25, 2014 (as amended, restated, supplemented or otherwise modified) by and among the Borrowers (as defined therein), the Guarantors (as defined therein) from time to time party thereto, the several banks, other financial institutions and institutional investors from time to time party thereto and the Administrative Agent (the “Existing Credit Agreement” and, as amended by the Fifteenth Amendment, the “Credit Agreement”).

Pursuant to the Fifteenth Amendment, the Loan Parties (as defined in the Credit Agreement) and the other parties thereto amended the Credit Agreement to, among other things, (a) reset the First Lien Leverage Ratio (as defined in the Credit Agreement) financial covenant to: (i) 5.50 to 1.00 in respect of the Test Periods ending March 31, 2026 and June 30, 2026, (ii) 6.25 to 1.00 in respect of the Test Period ending September 30, 2026, (iii) 6.50 to 1.00 in respect of the Test Periods ending December 31, 2026 and March 31, 2027, (iv) 6.0 to 1.00 in respect of the Test Period ending June 30, 2027, (v) 5.50 to 1.00 in respect of the Test Period ending September 30, 2027, (vi) 5.00 to 1.00 in respect of the Test Periods ending December 31, 2027 and March 31, 2028, and (vii) 4.50 to 1.00 in respect of the Test Periods ending June 30, 2028 and thereafter; and (b) adding a condition to the First Lien Leverage Ratio financial covenant that that the Loan Parties may not repurchase any capital stock of the Company unless the First Lien Leverage Ratio would not exceed 2.50 to 1.00 on a pro forma basis and no default or event of default exists or would result therefrom.

The foregoing description of the Fifteenth Amendment and the Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Fifteenth Amendment, a copy of which is filed as Exhibit 10.16 to this Annual Report on Form 10-K and incorporated herein by reference.