Orion S.A.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
OEC$3.96-5.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053422
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001628280-26-070226
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 158 previous paragraphs and 168 current paragraphs.
103 unchanged; 34 reworded; 29 added; 20 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (29)
Current report
Net sales for the three months ended September 30, 2026 increased by $21.9 million, or 5%, year over year to $472.8 million, primarily driven by favorable pass-through effect of higher year-over-year oil prices driven by Middle East conflict (13%), partially offset by unfavorable volume impact across all regions (-5%) and lower pricing under our annual contract agreements in the Rubber Carbon Black segment (-2%).
Current report
Gross profit for the three months ended September 30, 2026 increased by $5.2 million, or 6%, year over year to $90.8 million. The increase was primarily driven by the combined effect of timing associated with European emission allowances and a favorable pass-through effect from higher raw material costs ($27.4 million), partially offset by lower pricing under our annual contract agreements in the Rubber Carbon Black segment (-$10.6 million) and unfavorable volume impact across all regions (-$10.5 million).
Current report
Recovery due to misappropriation of assets, net
Current report
During the third quarter of 2024, we were the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $59.2 million.
Current report
In the third quarter of 2025, we recovered $7.3 million (€6.3 million) and incurred $0.8 million of professional fees. This was not repeated in 2026. For additional information refer to “Note Q. Commitments and Contingencies”, included in our Annual Reports in Form 10-K for the years ended December 31, 2025 and 2024.
Current report
Goodwill Impairment
Current report
During the third quarter of 2025, we experienced a significant decrease in the trading price of our common stock. We performed a quantitative impairment assessment for each of our two reporting units as of September 30, 2025 and recognized a non-cash goodwill impairment charge of $80.8 million. For additional information refer to “Note H. Goodwill and Intangible Assets”, included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current report
Comprehensive income (loss) and Net loss
Current report
Net loss was $3.1 million for the three months ended September 30, 2026 compared to $67.1 million for the three months ended September 30, 2025 as discussed above.
Current report
Recovery due to misappropriation of assets, net
Current report
During the third quarter of 2024, we were the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $59.2 million.
Current report
In the third quarter of 2025, we recovered $7.3 million (€6.3 million) and incurred $0.8 million of professional fees. This was not repeated in 2026. For additional information refer to “Note Q. Commitments and Contingencies”, included in our Annual Reports in Form 10-K for the years ended December 31, 2025 and 2024.
Current report
Goodwill Impairment
Current report
During the third quarter of 2025, we experienced a significant decrease in the trading price of our common stock. We performed a quantitative impairment assessment for each of our two reporting units as of September 30, 2025 and recognized a non-cash goodwill impairment charge of $80.8 million. For additional information refer to “Note H. Goodwill and Intangible Assets”, included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Current report
Comprehensive income (loss) and Net loss
Current report
Comprehensive income was $11.4 million for the nine months ended September 30, 2026 compared to Comprehensive loss of $53.0 million for the nine months ended September 30, 2025.
Current report
Net loss was $11.2 million for the nine months ended September 30, 2026 compared to $49.0 million for the nine months ended September 30, 2025.
Current report
For the nine months ended September 30, 2026, Adjusted EBITDA decreased $21.6 million, or 11%, year over year to $171.1 million. The decrease was primarily due to unfavorable effect of price concessions provided under our annual contract agreements in our Rubber Carbon Black segment (-$32.0 million) and unfavorable product and regional customer mix (-$10.6 million), partially offset by pass-through of raw material ($21.7 million).
Current report
During the third quarter, macro uncertainties, including volatile energy prices resulting primarily from the Middle East conflict, affected overall Specialty segment visibility. After strong trends during the second quarter on security of supply concerns, demand in Western regions eased during the third quarter, particularly within the polymers end market, which exhibited inventory destocking. Against a softer demand backdrop, energy-oriented pass-through actions also became less favorable.
Current report
Net sales increased by $6.4 million, or 4%, year over year to $166.4 million, for the three months ended September 30, 2026, driven primarily by the pass-through effect of higher oil prices (6%) and favorable product and regional mix (5%), partially offset by lower volume in Europe, Middle East and Africa (“EMEA”) as well as Americas regions (-7%).
Current report
Adjusted EBITDA increased by $3.8 million, or 18%, year over year to $25.4 million for the three months ended September 30, 2026. The increase was driven by the combined effect of timing associated with European emission allowances and a favorable pass-through effect from higher raw material costs ($6.1 million) as well as favorable product and regional customer mix ($4.6 million), partially offset by lower volume in EMEA and Americas regions (-$8.5 million).
Current report
Net sales increased by $42.1 million, or 9%, year over year to $520.9 million for the nine months ended September 30, 2026, driven primarily by favorable product and regional customer mix (4%) and favorable foreign exchange rate impact (3%) mainly due to weakening of U.S. dollar versus the euro and other major currencies and favorable pass-through of raw material costs due to the conflict in the Middle East (2%).
Current report
Adjusted EBITDA increased by $24.6 million, or 37%, year over year to $91.5 million for the nine months ended September 30, 2026. The increase was driven primarily by pass-through of raw material costs ($13.4 million) and favorable product and regional customer mix ($11.4 million).
Current report
Global tire industry conditions remained mixed during the third quarter of 2026. Passenger car original equipment (“OE”) demand remained soft, particularly in Europe and North America, while replacement demand exhibited more resilience. In Europe replacement tires exhibited comparative resilience, particularly in the truck and bus replacement category. In North America, truck and bus OE demand improved during the quarter, while replacement demand remained relatively soft. In South America, truck and bus tire demand remained subdued, reflecting soft OE demand.
Current report
Net sales increased by $15.5 million, or 5%, year over year to $306.4 million for the three months ended September 30, 2026, primarily due to favorable pass-through effect from higher year-over-year oil prices (16%), partially offset by lower volume in Americas and Asia Pacific regions (-4%), lower pricing under our annual contract agreements in the Rubber Carbon Black segment (-4%) and unfavorable customer and regional mix (-3%).
Current report
Adjusted EBITDA increased by $5.3 million, or 15%, year over year to $41.4 million for the three months ended September 30, 2026, driven primarily by the combined effect of timing associated with European emission allowances and a favorable pass-through effect from higher raw material costs ($21.3 million), partially offset by lower pricing under our annual contract agreements (-$10.6 million) and unfavorable regional mix (-$7.9 million).
Current report
Net sales for the nine months ended September 30, 2026 were flat year over year.
Current report
Adjusted EBITDA decreased by $46.2 million, year over year, to $79.6 million for the nine months ended September 30, 2026, driven primarily by unfavorable pricing (-$31.6 million) and unfavorable regional mix (-$21.9 million), partially offset by favorable pass-through of raw material costs ($8.3 million).
Current report
Capital expenditures
Removed paragraphs (20)
Previous report
Net sales for the three months ended June 30, 2026 increased by $34.5 million, or 7%, year over year to $500.9 million, primarily due to a 9% favorable pass-through effect of higher year-over-year oil prices driven by the conflict in the Middle East and 2% favorable foreign exchange rate impact due to weakening of U.S. dollar versus the euro and other major currencies. The favorable variances were partially offset by unfavorable pricing of 2%, owing primarily to annual contract agreements in the Rubber Carbon Black segment and 1% lower volumes primarily driven by lower tire production rates in the Americas as well as softer year-over-year original equipment (“OE”) manufacturer demand in the Americas and Asia Pacific regions.
Previous report
Gross profit for the three months ended June 30, 2026 decreased by $5.4 million, or 5%, year over year to $93.0 million. The decrease was primarily driven by an unfavorable pricing impact of 11%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, partially offset by a 4% favorable volume impact and 3% favorable foreign exchange rate impact.
Previous report
Comprehensive Income and Net Income
Previous report
Net income for the three months ended June 30, 2026 decreased by $7.2 million, or 80%, year over year to $1.8 million as discussed above.
Previous report
Comprehensive Income (Loss)
Previous report
Comprehensive loss was $4.5 million for the six months ended June 30, 2026 compared to Comprehensive income of $14.4 million for the six months ended June 30, 2025.
Previous report
Net loss was $8.1 million for the six months ended June 30, 2026 compared to Net income of $18.1 million for the six months ended June 30, 2025.
Previous report
•Capital Expenditures—Cash paid for the acquisition of property, plant and equipment.
Previous report
For the six months ended June 30, 2026, Adjusted EBITDA decreased $30.7 million, or 23%, year over year to $104.3 million. The decrease was primarily due to a 16% unfavorable effect from lower annual contract agreements in our Rubber Carbon Black segment, a 5% effect from unfavorable product and regional mix in our Rubber Carbon Black segment, partially offset by favorable volume and product mix in Specialty Carbon Black segment. Foreign currency exchange rate impact was favorable by 6%.
Previous report
The Middle East conflict influenced our second quarter business performance. Our proactive pricing actions and surcharges enabled us to largely mitigate volatility in oil prices and associated feedstock costs. Additionally, we saw broad end market participation in Europe, Middle East and Africa (“EMEA”) and Americas regions, beyond customer restocking activity.
Previous report
Net sales increased by $26.7 million, or 17%, year over year to $184.8 million, for the three months ended June 30, 2026, driven primarily by 8% higher pricing, mainly on higher year-over-year oil prices, 4% favorable product mix, 3% benefit from higher volumes in our Americas and EMEA regions and a 2% favorable foreign exchange rate impact.
Previous report
Adjusted EBITDA increased by $19.1 million, or 96%, year over year to $39.0 million for the three months ended June 30, 2026. The increase was driven 52% by beneficial pricing across most products and regions, supported by higher oil prices, a 22% effect from higher volumes, a 19% benefit from favorable product mix and a 4% favorable foreign exchange rate impact.
Previous report
Net sales increased by $35.7 million, or 11%, year over year to $354.5 million for the six months ended June 30, 2026, driven primarily by a 4% favorable foreign exchange rate impact, 4% favorable product mix and 3% higher volumes, driven by higher demand in our Americas and EMEA regions.
Previous report
Adjusted EBITDA increased by $20.8 million, or 46%, year over year to $66.1 million for the six months ended June 30, 2026. The increase was driven primarily by a 16% favorable effect from higher volumes, a 15% effect from favorable product mix and an 9% favorable foreign exchange rate impact.
Previous report
Despite creating volatility in oil-derived feedstock costs, along with concerns about input availability, the conflict in the Middle East did not materially impact fundamental demand trends in the key markets addressed by our Rubber Carbon Black segment during the second quarter of 2026. Demand for replacement tires in the Americas remained down year over year in the second quarter for both passenger car and truck and bus categories, while sales of OE passenger car tires improved slightly and OE truck and bus tire demand decreased. U.S. tire production rates were lower year over year. In Europe, passenger car tire sales, both replacement and OE, were down slightly on a year-over-year basis during the second quarter, while truck and bus tire sales were higher.
Previous report
Net sales increased by $7.8 million, or 3%, year over year to $316.1 million for the three months ended June 30, 2026, primarily due to a positive 9% pass-through effect from higher year-over-year oil prices and 3% favorable foreign exchange rate impact, partially offset by unfavorable pricing of 4%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, 3% lower volume and 3% adverse customer and regional mix.
Previous report
Adjusted EBITDA decreased by $29.7 million, or 61%, year over year to $19.2 million for the three months ended June 30, 2026, driven primarily by a unfavorable pricing of 22%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, a 20% unfavorable pass-through effect of raw material costs and a 14% unfavorable regional mix. Those were partially offset by a 4% favorable foreign exchange rate impact.
Previous report
Net sales decreased by $19.4 million, or 3%, year over year to $605.9 million for the six months ended June 30, 2026, primarily due to 3% unfavorable regional customer mix, 2% pass-through effect from lower year-over-year oil prices and unfavorable pricing of 2%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, partially offset by 4% favorable foreign exchange rate impact.
Previous report
Adjusted EBITDA decreased by $51.5 million, or 57%, year over year, to $38.2 million for the six months ended June 30, 2026, driven primarily by unfavorable pricing of 23%, owing primarily to annual contract agreements in the Rubber Carbon Black segment, a 16% effect from unfavorable regional mix and 15% unfavorable pass-through effect from raw material costs. Foreign exchange rate impact was favorable by 4%.
Previous report
Capital expenditures (A Non-GAAP Financial Measure)
Reworded paragraphs (34)
Previous wording
The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and six months ended June 30, 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 and six month periods ended June 30, 2026 are not necessarily indicative of results that may be expected for the entire year.
Current wording
The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three and nine month periods ended September 30, 2026 and 2025 and should be read in conjunction with the information included under Item 1. Financial Statements (Unaudited)elsewhere in this report. Results for the three and nine month periods ended September 30, 2026 are not necessarily indicative of results that may be expected for the entire year.
Previous wording
Operating results for the periods discussed as follows:
Current wording
Operating results for the periods discussed are as follows:
Previous wording
Cost of sales for the three months ended June 30, 2026 increased by $39.9 million, or 11%, year over year to $407.9 million, mainly due to feedstocks linked to higher oil costs driven by the Middle East conflict.
Current wording
Cost of sales for the three months ended September 30, 2026 increased by $16.7 million, or 5%, year over year to $382.0 million, mainly due to the higher feedstocks driven by the Middle East conflict.
Previous wording
Selling, general and administrative expenses for the three months ended June 30, 2026 increased by $5.0 million, or 9%, year over year to $62.7 million. The increase was driven 4% due to higher freight and distribution expenses and 3% higher variable compensation.
Current wording
Selling, general and administrative expenses for the three months ended September 30, 2026 increased by $2.4 million, or 4%, year over year to $59.9 million. The increase was due to higher freight and distribution expenses ($1.7 million) and higher variable compensation ($0.7 million).
Previous wording
Income before earnings in affiliated companies and income taxes for the three months ended June 30, 2026 decreased by $8.0 million, or 62%, year over year to $5.0 million.
Current wording
Income before earnings in affiliated companies and income taxes for the three months ended September 30, 2026 increased by $73.1 million, year over year to $5.0 million.
Previous wording
Income tax expense for the three months ended June 30, 2026 and 2025 was $3.4 million and $4.6 million, respectively. Income tax expense is primarily determined based on the projected pre-tax income mix in countries with varying statutory tax rates and the impact of valuation allowances on tax losses.
Current wording
Income tax expense for the three months ended September 30, 2026 was $8.2 million. Income tax benefit for the three months ended September 30, 2025 was $0.5 million. Income tax expense is primarily determined based on the projected pre-tax income mix in countries with varying statutory tax rates and the impact of valuation allowances on tax losses.
Previous wording
Comprehensive income for the three months ended June 30, 2026 decreased by $4.1 million, or 95%, year over year to $0.2 million. The components of Comprehensive income are discussed below:
Current wording
Comprehensive income was $15.9 million for the three months ended September 30, 2026 compared to Comprehensive loss of $67.4 million for the three months ended September 30, 2025. The components of Comprehensive income (loss) are discussed below:
Previous wording
•$3.2 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.
Current wording
•$16.1 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
•$3.0 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 impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps.
Previous wording
Net sales increased by $16.3 million, or 2%, year over year in the six months ended June 30, 2026 to $960.4 million, primarily driven by 4% favorable foreign exchange rate impact due to weakening of the U.S. dollar versus the euro and other major currencies, partially offset by 3% unfavorable pricing, including lower year-over-year oil pass-through effects and lower annual contract agreements in our Rubber Carbon Black segment.
Current wording
Net sales increased by $38.2 million, or 3%, year over year in the nine months ended September 30, 2026 to $1,433.2 million, primarily driven by favorable pass-through of higher year-over-year oil prices (4%) driven by the conflict in the Middle East and favorable foreign exchange rate impact (3%) due to weakening of the U.S. dollar versus the euro and other major currencies. This was partially offset by lower pricing under our annual contract agreements in the Rubber Carbon Black segment (-2%).
Previous wording
Cost of sales increased by $40.6 million, or 5%, year over year to $788.2 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, mainly due to feedstocks linked to higher oil costs driven by the Middle East conflict.
Current wording
Cost of sales increased by $57.3 million, or 5%, year over year to $1,170.2 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, mainly due to higher oil costs driven by the Middle East conflict.
Previous wording
Gross profit decreased by $24.3 million, or 12%, year over year to $172.2 million. The decrease was primarily driven by an unfavorable pricing impact of 11%, primarily from annual contract agreements in our Rubber Carbon Black segment, a 4% effect from unfavorable product and regional mix and a 3% unfavorable timing effect from the pass-through of raw material costs, partially offset by 5% favorable foreign exchange rate impact.
Current wording
Gross profit decreased by $19.1 million, or 7%, year over year to $263.0 million. The decrease was primarily driven by lower pricing under our annual contract agreements in the Rubber Carbon Black segment (-$32.0 million), partially offset by favorable timing effect from the pass-through of raw material ($21.7 million).
Previous wording
Selling, general and administrative expenses increased by $5.7 million, or 5%, year over year to $121.8 million in the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by 4% higher freight and distribution expenses.
Current wording
Selling, general and administrative expenses increased by $8.1 million, or 5%, year over year to $181.7 million in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by higher freight and distribution expenses ($7.1 million).
Previous wording
Income before earnings in affiliated companies and income taxes for the six months ended June 30, 2026 decreased by $28.8 million, or 94%, year over year to $1.7 million.
Current wording
Income before earnings in affiliated companies and income taxes for the nine months ended September 30, 2026 increased by $44.3 million, year over year to $6.7 million.
Previous wording
Income tax expense for the six months ended June 30, 2026 and 2025 was $10.1 million and $13.5 million, respectively. Income tax expense is primarily determined based on projected pre-tax income mix in countries with varying statutory tax rates and the impact of valuation allowances on tax losses.
Current wording
Income tax expense for the nine months ended September 30, 2026 and 2025 was $18.3 million and $13.0 million, respectively. Income tax expense is primarily determined based on projected pre-tax income mix in countries with varying statutory tax rates and the impact of valuation allowances on tax losses.
Previous wording
•$4.2 million of net favorable impact due to foreign currency translation adjustments, and
Current wording
•$20.3 million of net favorable impact due to foreign currency translation adjustments, and
Previous wording
◦Estimated impact on Net Working Capital is between $25 million to $30 million, over 3-4 months;
Current wording
◦Estimated impact on Net Working Capital is between $25 million to $30 million, over three to four months;
Previous wording
These non-GAAP measures include, but are not limited to, EBITDA, Adjusted EBITDA, Net Working Capital, Capital Expenditures and Free Cash Flow.
Current wording
These non-GAAP measures include, but are not limited to, EBITDA, Adjusted EBITDA, Net Working Capital 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, loss (recovery) due to assets misappropriation, net, 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, Recovery due to assets misappropriation, net, etc.) plus Earnings in affiliated companies, net of tax.
Previous wording
•Net Working Capital—Inventories, net plus Accounts receivable, net minus Accounts payable.
Current wording
•Net Working Capital—Accounts receivable, net plus Inventories, net minus Accounts payable.
Previous wording
The following table presents reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA:
Current wording
The following table presents reconciliation of Net loss to EBITDA and Adjusted EBITDA:
Previous wording
For the quarter ending June 30, 2026, Adjusted EBITDA decreased $10.6 million, or 15%, year over year to $58.2 million. The decrease was driven by a 16% unfavorable pricing from lower annual contract agreements and a 4% effect from unfavorable product and regional mix in our Rubber Carbon Black segment, which was partially offset by favorable volume and product mix in our Specialty Carbon Black segment. Additionally, foreign exchange rate impact was favorable by 4%.
Current wording
For the quarter ending September 30, 2026, Adjusted EBITDA increased $9.1 million, or 16%, year over year to $66.8 million. The increase was driven by the the combined effect of timing associated with European emission allowances and a favorable pass-through effect from higher raw material costs ($27.4 million), partially offset by lower pricing under our annual contract agreements in the Rubber Carbon Black segment (-$10.6 million), unfavorable volume impact across all regions (-$10.5 million) and unfavorable product mix (-$3.4 million).
Previous wording
Our principal sources of liquidity are the net cash generated (i) from operating activities, primarily driven by our operating results and changes in working capital requirements and (ii) from financing activities, primarily driven by borrowing amounts available under our committed multi-currency, the senior secured Revolving credit facility (the “RCF”) and related ancillary facilities, various uncommitted local credit lines, and, from time to time, term loan borrowings and Accounts receivable factoring.
Current wording
Our principal sources of liquidity are the net cash generated (i) from operating activities, primarily driven by our operating results and changes in working capital requirements and (ii) from financing activities, primarily driven by borrowing amounts available under the senior secured Revolving credit facility (the “RCF”) and related ancillary facilities, various uncommitted local credit lines, and, from time to time, term loan borrowings and Accounts receivable factoring.
Previous wording
As of June 30, 2026, the company had total liquidity of $178.3 million, including cash and equivalents of $50.8 million, and $127.5 million availability under our RCF, including ancillary lines.
Current wording
As of September 30, 2026, the company had total liquidity of $192.7 million, including cash and equivalents of $71.3 million, and $121.4 million availability under our RCF, including ancillary lines.
Previous wording
(1)Free Cash Flow is a non-GAAP financial measure. Other companies and analysts may calculate this non-GAAP financial measures differently.
Current wording
(1)Free Cash Flow is a non-GAAP financial measure. Other companies and analysts may calculate this non-GAAP financial measure differently.
Previous wording
Net cash provided by operating activities during the six months ended June 30, 2026 was $14.9 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $197.3 million sale of certain accounts receivable, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.
Current wording
Net cash provided by operating activities during the nine months ended September 30, 2026 was $72.7 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $316.0 million sale of certain accounts receivable, discussed in Note B. Accounts Receivableto the Condensed Consolidated Financial Statements.
Previous wording
Net cash used in investing activities in the six months ended June 30, 2026 amounted to $61.5 million. The expenditures were primarily related to safety, maintenance and growth investments.
Current wording
Net cash used in investing activities during the nine months ended September 30, 2026 amounted to $73.3 million. These expenditures were primarily related to safety and maintenance.
Previous wording
Net cash provided by financing activities during the six months ended June 30, 2026 amounted to $37.4 million. The inflows primarily consist of borrowing under our RCF facilities of $66.5 million. The outflow primarily consisted of scheduled debt repayments, dividend distributions and payments for debt issuance costs.
Current wording
Net cash provided by financing activities during the nine months ended September 30, 2026 amounted to $11.1 million. The inflows primarily consist of borrowing under our RCF facilities of $66.1 million. The outflow primarily consisted of scheduled debt repayments, dividend distributions and payments for debt issuance costs related to RCF modification.
Previous wording
Net cash provided by operating activities for the six months ended June 30, 2025, amounted to $54.1 million. The cash provided by operating activities primarily reflects changes in working capital. Change in working capital includes $228.2 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 nine months ended September 30, 2025, amounted to $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.
Previous wording
Net cash used in investing activities for the six months ended June 30, 2025, amounted to $71.4 million. The expenditures were primarily related to safety, maintenance and growth investments.
Current wording
Net cash used in investing activities for the nine months ended September 30, 2025, amounted to $112.3 million. These expenditures were primarily related to safety, maintenance and growth investments.
Previous wording
Net cash provided by financing activities for the six months ended June 30, 2025, amounted to $14.0 million. The inflows primarily consisted of $17.6 million related to other short-term debt borrowings and $28.0 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 used in financing activities for 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.
Previous wording
Our Net working capital position can vary significantly from month to month, mainly due to fluctuations in oil prices and receipts of carbon black oil shipments. In general, increases in the cost of raw materials lead to an increase in our Net working capital requirements, as our inventories and trade receivables increase as a result of higher carbon black oil prices and related sales levels. These increases are partially offset by related increases in trade payables. Due to the quantity of carbon black oil that we typically keep in stock, such increases in Net working capital occur over a period of two to three months. Conversely, decreases in the cost of raw materials lead to a decrease in our Net working capital requirements over the same period of time.
Current wording
Our Net working capital position can vary significantly from month to month, mainly due to fluctuations in oil prices and receipts of carbon black oil shipments. In general, increases in the cost of raw materials lead to an increase in our Net working capital requirements, as our inventories and trade receivables increase as a result of higher carbon black oil prices and related sales levels. These increases are partially offset by related increases in trade payables. Due to the quantity of carbon black oil that we typically keep in stock, such increases in Net working capital occur over a period of three to four months. Conversely, decreases in the cost of raw materials lead to a decrease in our Net working capital requirements over the same period of time.
Previous wording
Our Net working capital increased from $293.9 million as of December 31, 2025, to $357.9 million as of June 30, 2026. 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 $336.8 million as of September 30, 2026. The primary working capital change drivers since December 31, 2025 were as follows:
Previous wording
•Accounts receivable, net—This increase was primarily due to higher demand in 2026 compared to 2025 and the timing of payments. Refer Note B. Accounts Receivable for discussion.
Current wording
•Accounts receivable, net—This increase was primarily due to higher demand in third quarter of 2026 compared to the fourth quarter of 2025 and the timing of payments. For the nine months ended September 30, 2026 and 2025 the gross amount of receivables sold were $316.0 million and $331.9 million, respectively. Refer Note B. Accounts Receivable for discussion.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
•$6.2 million of net favorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency and interest rate swaps.
Current report — wording carried from elsewhere
•EBITDA—Income from operations before depreciation and amortization.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
•EBITDA—Earnings before interest, taxes, depreciation and amortization.