Orion S.A. filings document a Luxembourg-incorporated specialty chemicals issuer whose common shares trade on the New York Stock Exchange under OEC. Recent Form 8-K reports furnish earnings releases for its carbon black operations and disclose interim dividend declarations, annual general meeting logistics, board and officer changes, and related exhibit materials.
Proxy materials describe shareholder meeting procedures, voting matters and governance disclosures for Orion's société anonyme structure. The filing record also identifies the company's no-par-value common shares and provides formal updates tied to its Specialty Carbon Black and Rubber Carbon Black reporting themes, including operating results, pricing conditions and capital-return actions.
Orion S.A. (OEC) reported third-quarter 2026 net sales of $472.8 million, compared with $450.9 million a year earlier. Operating income was $22.8 million, versus an operating loss of $53.7 million, and net loss was $3.1 million, compared with $67.1 million.
For the nine months ended September 30, net sales were $1,433.2 million versus $1,395.0 million, and net loss was $11.2 million versus $49.0 million. Gross profit was $263.0 million, compared with $282.1 million. Net cash from operating activities was $72.7 million, compared with $122.9 million; capital expenditures were $73.3 million versus $112.3 million.
At September 30, cash and cash equivalents were $71.3 million, total debt and other obligations were $987.7 million, and availability under revolving credit and ancillary facilities was $121.4 million. Orion said higher oil prices and geopolitical disruption could increase feedstock costs and working-capital needs, potentially requiring additional short-term or bridge financing. It reported compliance with debt covenants. In October, it terminated cross-currency and interest-rate swaps, recognizing pre-tax gains of approximately $22 million and $5 million, respectively; the net derivative gain will be reclassified into earnings when the hedged transactions are reflected there.
Orion S.A. (OEC) reported third-quarter 2026 net sales of $472.8 million, up 5% year over year, and a net loss of $3.1 million, compared with a $67.1 million loss in 2025. Adjusted EBITDA was $66.8 million, versus $57.7 million. Sales reflected a 13% favorable oil-price pass-through effect, offset by 5% lower volumes and 2% lower pricing. Timing of European emission allowances contributed an approximate $17 million net benefit to quarterly Adjusted EBITDA.
Quarterly operating cash flow was $57.8 million and free cash flow was $46 million; working capital initiatives generated $28.3 million of cash. Capital expenditures were $12 million. As of September 30, 2026, net debt was $918 million, net leverage was 4.1x and liquidity was $193 million.
Orion tightened its 2026 Adjusted EBITDA outlook to $190 million to $200 million, raised the midpoint and expects positive free cash flow for the year. Management anticipates improved Adjusted EBITDA in 2027 with approximately $20 million lower capital expenditures. Management said moderating tire imports had not yet led to a tangible recovery in local tire manufacturing in North America and Europe; Orion is evaluating its production network, focusing on underperforming assets.
Orion S.A. (OEC) announced that its Board of Directors has declared an interim dividend of $0.0207 per common share, with an aggregate amount of approximately $1.2 million based on the current shares outstanding. The dividend is scheduled to be paid in the first quarter of 2027.
The interim dividend will be paid on January 19, 2027 to shareholders of record as of the close of business on December 11, 2026. The payment is subject to Luxembourg withholding tax at a rate of 15%, with possible exemptions or reductions in certain circumstances.
American Century entities reported passive ownership in Orion S.A. common shares. As of 06/30/2026, American Century ETF Trust reported beneficial ownership of 3,070,967 Orion common shares with 5.4% of the class, all with sole voting and dispositive power.
American Century Investment Management, Inc., American Century Companies, Inc., and the Stowers Institute for Medical Research each reported beneficial ownership of 3,202,288 Orion common shares, representing 5.7% of the class, all held with sole voting and sole dispositive power. Various underlying clients of American Century Investment Management have economic rights to dividends and sale proceeds associated with these shares, but no single client holds more than 5% of the class.
Orion S.A. reported Q2 2026 net sales of $500.9 million, up from $466.4 million, but net income declined to $1.8 million or $0.03 per share from $9.0 million. For the first six months, net sales were $960.4 million, yet results swung to a net loss of $8.1 million from $18.1 million profit a year earlier, with the effective tax rate reaching 505.0%.
Total Adjusted EBITDA fell to $58.2 million in Q2 and $104.3 million for the first half from $68.8 million and $135.0 million, driven by a sharp decline in the Rubber Carbon Black segment, where first-half Adjusted EBITDA dropped to $38.2 million from $89.7 million. The Specialty Carbon Black segment partly offset this, with Q2 Adjusted EBITDA rising to $39.0 million and first-half Adjusted EBITDA to $66.1 million.
Net cash provided by operating activities decreased to $14.9 million in the first half, and free cash flow was -$46.6 million as capital expenditures reached $61.5 million and Net working capital increased to $357.9 million. Orion reported total liquidity of $178.3 million (including $50.8 million of cash) and stated it remains in compliance with debt covenants, while highlighting heightened exposure to feedstock cost volatility and geopolitical risks affecting oil markets.
Orion S.A. reported second quarter 2026 results with net sales of $500.9 million, up from $466.4 million a year earlier. Net income was $1.8 million versus $9.0 million, while Adjusted EBITDA was $58.2 million, down from $68.8 million but described as a 26% sequential improvement.
The Specialty Carbon Black segment delivered strong recovery, with net sales of $184.8 million, a 17% increase, and Adjusted EBITDA of $39.0 million, up 96% year over year, supported by higher pricing, favorable mix and volumes. Rubber Carbon Black net sales were $316.1 million, up 3%, but Adjusted EBITDA fell 61% to $19.2 million due to lower contractual pricing, unfavorable mix and an intentional inventory draw.
Operating cash flow in the quarter was $27 million and free cash flow was $2 million, after $25 million of capital expenditures. Orion ended the quarter with net debt of $960.7 million, a net leverage ratio of 4.4x and liquidity of $178 million. Management reaffirmed 2026 Adjusted EBITDA guidance of $170–$210 million and raised full-year free cash flow guidance to a range from a $10 million outflow to $20 million inflow, noting a $43 million midpoint improvement versus prior guidance.
Hoogerbrugge Jacqueline reported acquisition or exercise transactions in this Form 4 filing.
Orion S.A. director Jacqueline Hoogerbrugge received an equity compensation grant of 19,150 restricted common shares on June 26, 2026. The grant was made at no cash cost per share and increased her direct holdings to 32,085 common shares.
The restricted shares will vest on the day prior to Orion S.A.'s 2027 Annual General Meeting of Shareholders, meaning she must remain in service through that date to fully earn the award.
LINDSEY MARY A reported acquisition or exercise transactions in this Form 4 filing.
Orion S.A. director Mary A. Lindsey received an equity compensation grant of 19,150 restricted common shares on June 26, 2026. The shares were granted at no cash cost and are subject to vesting conditions.
These restricted shares vest on the day prior to Orion’s 2027 Annual General Meeting of Shareholders. Following this grant, Lindsey directly holds a total of 75,039 common shares, reflecting a routine board-level stock award rather than an open-market share purchase or sale.
PAIK YI HYON reported acquisition or exercise transactions in this Form 4 filing.
Orion S.A. director Paik Yi Hyon received a grant of 19,150 restricted common shares on June 26, 2026. The grant was made at a price of $0.00 per share as an award, not an open-market purchase.
These restricted shares will vest on the day before Orion S.A.'s 2027 Annual General Meeting of Shareholders. Following this grant, Paik Yi Hyon directly owns 65,039 common shares of Orion S.A., according to the filing.
HUCK PAUL E reported acquisition or exercise transactions in this Form 4 filing.
Orion S.A. director Paul E. Huck received a grant of 19,150 restricted common shares on June 26, 2026 as equity compensation. The shares were granted at no cash cost per share and increase his direct holdings to 103,357 common shares. These restricted shares vest on the day prior to Orion S.A.’s 2027 Annual General Meeting of Shareholders, meaning he must remain in service until then for full vesting.