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 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 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,” “intend,” “may,” “plan,” “objectives,” “outlook,” “guidance,” “probably,” “project,” “will,” “seek,” “target,” “to be” 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 operational risks inherent in chemicals manufacturing, including but not limited to disruptions due to technical difficulties, severe weather conditions, natural disasters, pandemics (such as COVID-19), 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;

•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 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;

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•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 and bankruptcy 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.

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. For further information regarding factors that could affect our business and financial results and the related forward-looking statements, see “Item 1A. Risk Factors.”

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