Orion S.A.

Previous wording

The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and nine months ended September 30, 2025 and 2024 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).

Current wording

The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three months ended March 31, 2026 and 2025 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. Results for the three month periods ended March 31, 2026 is not necessarily indicative of results that may be expected for the entire year.

Previous wording

Volume for the three months ended September 30, 2025 increased by 12.3 kmt, year over year, to 237.5 kmt, primarily due to higher shipments in both segments.

Current wording

Volume for the three months ended March 31, 2026 increased by 4.8 kmt, year over year, to 256.5 kmt, primarily due to higher demand in Europe, Middle East and Africa (“EMEA”) and Asia Pacific (“APAC”) regions in both segments, partially offset by lower demand in the Americas.

Previous wording

Net sales for the three months ended September 30, 2025 decreased by $12.5 million, or 2.7%, year over year to $450.9 million, primarily due to lower oil prices and unfavorable product mix. Those were partially offset by higher volume and a favorable foreign exchange rate impact.

Current wording

Net sales for the three months ended March 31, 2026 decreased by $18.2 million, or 3.8%, year over year to $459.5 million, primarily due to the pass-through effect of lower year-over-year oil prices, as well as unfavorable price and product mix. Those were partially offset by a favorable foreign exchange rate impact and higher volume in both segments.

Previous wording

Cost of sales for the three months ended September 30, 2025 increased by $9.4 million, or 2.6%, year over year to $365.3 million, primarily due to costs associated with higher volume and higher fixed costs.

Current wording

Cost of sales for the three months ended March 31, 2026 increased marginally by $0.7 million, or 0.2%, year over year to $380.3 million.

Previous wording

Selling, general and administrative expenses for the three months ended September 30, 2025 decreased by $0.4 million, or 0.7%, year over year to $57.5 million, primarily driven by lower distribution costs.

Current wording

Selling, general and administrative expenses for the three months ended March 31, 2026 increased marginally by $0.7 million, or 1.2%, year over year to $59.1 million.

Previous wording

For the three months ended September 30, 2025, the Company recognized Income before earnings in affiliated companies and income taxes of $68.1 million, compared to Loss before earnings in affiliated companies and income taxes $31.2 million for the three months ended September 30, 2024.

Current wording

For the three months ended March 31, 2026, we recognized a Loss before earnings in affiliated companies and income taxes of $3.3 million, compared to Income before earnings in affiliated companies and income taxes of $17.5 million for the three months ended March 31, 2025.

Previous wording

Comprehensive loss increased in the third quarter of 2025 by $47.3 million year over year to $67.4 million. The components of Comprehensive income (loss) are discussed below:

Current wording

Comprehensive loss decreased in the first quarter of 2026 by $14.8 million year over year to $4.7 million. The components of Comprehensive income (loss) are discussed below:

Previous wording

•$4.4 million of net unfavorable impact due to change in foreign currency translation adjustments due to weakening of the U.S. dollar versus euro and

Current wording

•$1.0 million of net favorable impact due to change in foreign currency translation adjustments as a result of the weakening of the U.S. dollar versus euro, and

Previous wording

•$2.2 million of net favorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps.

Current wording

•$3.2 million of net favorable impact related to financial derivative instruments, primarily driven by net periodic changes in cross currency and interest rate swaps.

Previous wording

These non-GAAP measures include, but are not limited to, EBITDA, Adjusted EBITDA, Segment Gross Profit, Net Working Capital and Capital Expenditures.

Current wording

These non-GAAP measures include, but are not limited to, EBITDA, Adjusted EBITDA, Segment Gross Profit, Net Working Capital, Capital Expenditures and Free Cash Flow.

Previous wording

•Adjusted EBITDA—Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, legal settlement gain, net loss due to assets misappropriation, etc.) plus Earnings in affiliated companies, net of tax.

Current wording

•Adjusted EBITDA—Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, legal settlement gain, loss (recovery) due to assets misappropriation, net, etc.) plus Earnings in affiliated companies, net of tax.

Previous wording

Adjusted EBITDA decreased in the third quarter of 2025 by $22.4 million, or 28.0%, to $57.7 million, year over year.

Current wording

Adjusted EBITDA decreased in the first quarter of 2026 by $20.1 million, or 30.4%, to $46.1 million, year over year.

Previous wording

The decrease was driven by unfavorable timing of the pass-through effect of raw material costs as well as unfavorable product and regional mix in both segments. These were partially offset by increased volume and a favorable foreign exchange rate impact.

Current wording

The decrease was driven by unfavorable timing of the pass-through effect of raw material costs, lower contractual pricing, unfavorable product and regional mix in our Rubber Carbon Black segment and higher production costs. These were partially offset by a favorable foreign exchange rate impact in both segments.

Previous wording

The table below presents our segment results derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated.

Current wording

The tables below present our segment results derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated.

Previous wording

Adjusted EBITDA decreased by $16.8 million, or 31.8%, year over year to $36.1 million for the three months ended September 30, 2025, driven primarily by the unfavorable impact from the pass-through effect of raw material costs as well as unfavorable customer and regional mix.

Current wording

Adjusted EBITDA decreased by $21.8 million, or 53.4%, year over year to $19.0 million for the three months ended March 31, 2026, driven primarily by the unfavorable impact from the pass-through effect of raw material costs, lower contractual price and unfavorable regional mix, those were partially offset by higher volumes and favorable foreign currency translation impact.

Previous wording

We believe our anticipated future operating cash flows, the capacity under our existing credit facilities and uncommitted bilateral lines of credit, along with access to surety bonds, will be sufficient to finance our planned Capital expenditures, settle our commitments and contingencies and address our normal anticipated working capital needs for the foreseeable future.

Current wording

We believe our anticipated future operating cash flows, the capacity under our existing credit facilities, along with access to surety bonds, will be sufficient to finance our planned capital expenditures, settle our commitments and contingencies and address our normal anticipated working capital needs for the foreseeable future. For a discussion of the risks that could increase our short-term working capital needs, see “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 ” in Item 1A. Risk Factors in Part II of this Quarterly Report on Form 10-Q.

Previous wording

As of September 30, 2025, the company had total liquidity of $249.2 million, including cash and equivalents of $51.3 million, $165.8 million availability under our RCF, including ancillary lines, and $32.1 million of capacity under other available credit lines.

Current wording

As of March 31, 2026, the company had total liquidity of $192.3 million, including cash and equivalents of $50.5 million, and $141.8 million availability under our RCF, including ancillary lines.

Previous wording

Net cash provided by operating activities for the nine months ended September 30, 2024, amounted to $30.8 million. The cash provided by operating activities primarily reflects changes in working capital, $59.2 million Loss due to misappropriation of assets, net and professional fees of $1.5 million. Change in working capital includes $323.1 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Current wording

Net cash used in operating activities during the three months ended March 31, 2026 was $12.4 million. The cash used in operating activities primarily reflects changes in working capital. Change in working capital includes $96.0 million sale of certain accounts receivable, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Previous wording

Net cash used in financing activities during the nine months ended September 30, 2025 amounted to $5.5 million. The outflow primarily consisted of scheduled debt repayments, dividend distributions, payments for debt issuance costs and $24.8 million in stock buybacks. Those were partially offset by inflows primarily consisted of $30.0 million related to other short-term debt borrowings and $1.5 million, net borrowings under our ancillary credit facilities.

Current wording

Net cash provided by financing activities during the three months ended March 31, 2026 amounted to $39.6 million. The inflows primarily consists of borrowing under our RCF facilities of $81.5 million and $27.6 million, net borrowings under our ancillary credit facilities. The outflow primarily consisted of scheduled debt repayments, dividend distributions, and payments for debt issuance costs.

Previous wording

Net cash provided by operating activities during the nine months ended September 30, 2025 was $122.9 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $331.9 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Current wording

Net cash provided by operating activities for the three months ended March 31, 2025, amounted to $0.4 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $102.5 million sale of certain accounts receivables, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.

Previous wording

Net cash used in investing activities in the nine months ended September 30, 2025 amounted to $112.3 million. The expenditures were primarily related to safety, maintenance and growth investments.

Current wording

Net cash used in investing activities for the three months ended March 31, 2025, amounted to $29.2 million. The expenditures were primarily related to safety, maintenance and growth investments.

Previous wording

Net cash provided by financing activities for the nine months ended September 30, 2024, amounted to $119.3 million. These inflows primarily consisted of $68.7 million related to other short-term debt borrowings and $75.1 million, net borrowings under our ancillary credit facilities. Those were partially offset by scheduled debt repayments, dividend distributions and stock buybacks.

Current wording

Net cash provided by financing activities for the three months ended March 31, 2025, amounted to $21.8 million. The inflows primarily consisted of $24.5 million borrowing under our RFC facility, and $19.1 million, net borrowings under our ancillary credit facilities. The outflows primarily consists of scheduled debt repayments, dividend distributions and stock buybacks.

Previous wording

Our Net working capital increased from $346.1 million as of December 31, 2024, to $362.6 million as of September 30, 2025. The primary working capital change drivers, year over year, were as follows:

Current wording

Our Net working capital increased from $293.9 million as of December 31, 2025, to $353.5 million as of March 31, 2026. The primary working capital change drivers, year over year, were as follows:

Previous wording

•Accounts receivable, net—This increase was primarily due to lower balance at December 31, 2024 from increased factoring of certain accounts receivables. Refer Note B. Accounts Receivable for discussion.

Current wording

•Accounts receivable, net—This increase was primarily due to higher demand in the first quarter of 2026 compared to the fourth quarter of 2025 and the timing of payments. Refer Note B. Accounts Receivable for discussion.

Previous wording

•Inventories, net—Decrease in production to meet forecasted demand resulted in a reduction in finished goods inventory. The value of Inventory, net was also impacted by lower oil prices and foreign exchange rate; and

Current wording

•Inventories, net—The higher demand in the first quarter of 2026 resulted in a reduction in finished goods inventory. The value of Inventory, net was also impacted by foreign exchange rate; and

Previous wording

•Accounts payable—Increase in accounts payable was primarily due to timing of payments.

Current wording

•Accounts payable—Increase in accounts payable was primarily due to the timing of payments.

Previous wording

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, our outlook for 2025, 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.

Current wording

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 the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and 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, our outlook for 2026, 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.

Previous wording

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:

Current wording

Forward-looking statements are typically identified by words such as “anticipate,” “assume,” “assure,” “believe,” “confident,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “objectives,” “outlook,” “plan,” “probably,” “project,” “seek,” “target,” “to be,” “will,” and other words of similar meaning. These forward-looking statements include, without limitation, statements about the following matters:

Previous wording

•the sufficiency of our cash on hand, cash provided by operating activities and borrowings to pay our operating expenses, satisfy our debt obligations and fund capital expenditures; and

Current wording

•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

Previous wording

•the operational risks inherent in chemicals manufacturing, including but not limited to disruptions due to technical difficulties, severe weather conditions or natural disasters;

Current wording

•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;

Previous wording

•unanticipated impacts of our plans and strategies, including our plans to discontinue production at certain facilities;

Current wording

•unanticipated impacts of our plans and strategies, including possible future decisions to discontinue or reduce production at certain facilities;

Previous wording

•our ability to realize benefits from planned plant capacity expansions and planned and current site development projects;

Current wording

•our ability to realize benefits from, and changes in plan with respect to, plant capacity expansions and capital investments such as site development projects;

Previous wording

•any information technology systems failures, network disruptions and breaches of data security;

Current wording

•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;

Previous wording

•development regulation of carbon black as a nano-scale material;

Current wording

•changes in regulations for carbon black as a nano-scale material;

Previous wording

•any disruptive changes in international and local economic conditions, dislocations in credit and capital markets and inflation or deflation; and

Current wording

•any disruptive changes in international and local economic conditions, dislocations in credit and capital markets and inflation or deflation;

Previous wording

•the availability and efficiency of hedging;

Current wording

•the availability and efficiency of hedging for certain risks;

Previous wording

•our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages;

Current wording

•our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages; and