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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 17, 2026
ORION
S.A.
(Exact
name of registrant as specified in its charter)
| Grand
Duchy of Luxembourg |
|
001-36563 |
|
00-0000000 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1700
City Plaza Drive, Suite 300
Spring,
Texas |
|
77389 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (281) 318-2959
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Shares, no par value |
|
OEC |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
September 17, 2026, Orion S.A. issued a press release announcing the declaration of an interim dividend to be paid in the first quarter
of 2027, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.
| Item
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Orion S.A. dated September 17, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Orion
S.A. |
| |
|
|
| |
By: |
/s/
Jon Puckett |
| |
Name: |
Jon
Puckett |
| |
Title: |
Chief
Financial Officer |
Date:
September 17, 2026
Exhibit
99.1
FOR
IMMEDIATE RELEASE: September 17, 2026
Orion
S.A. Declares Interim Quarterly Dividend
HOUSTON
– Orion S.A. (NYSE: OEC), a global specialty chemicals company, today announced that its Board of Directors has declared
an interim dividend to be paid in the first quarter of 2027 of $0.0207 per common share of the company, which is equivalent to the aggregate
amount of approximately $1.2 million based on the number of common shares currently outstanding.
The
interim dividend will be paid on January 19, 2027, to holders of record as of the close of business in New York, NY, United States of
America, on December 11, 2026. Luxembourg withholding tax at a rate of 15% will be deducted from each interim dividend, subject to exemptions
and reductions in certain circumstances.
About
Orion S.A.
Orion
S.A. (NYSE: OEC) is a leading global supplier of carbon black, a solid form of carbon produced as powder or pellets. The material
is made to customers’ exacting specifications for tires, coatings, ink, batteries, plastics and numerous other specialty, high-performance
applications. Carbon black is used to tint, colorize, provide reinforcement, conduct electricity, increase durability and add UV protection.
Orion has four innovation centers and produces carbon black at 15 plants worldwide, offering the most diverse variety of production processes
in the industry. The company’s corporate lineage goes back more than 160 years to Germany, where it operates the world’s
longest-running carbon black plant. Orion is a leading innovator, applying a deep understanding of customers’ needs to deliver
sustainable solutions. For more information, please visit orioncarbons.com.
Forward-Looking
Statements
This
document contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements of future expectations that are based on 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. Each forward-looking statement speaks
only as of the date of the particular statement. New risk factors and uncertainties emerge from time to time and it is not possible to
predict all risk factors and uncertainties, nor can we assess 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. We undertake no obligation to publicly update or
revise any forward-looking statement as a result of new information, future events or other information, other than as required by applicable
law.
Contacts:
Christopher
Kapsch
Orion
S.A.
Vice
President of Investor Relations
christopher.kapsch@orioncarbons.com
Direct:
+1 281-318-4413
William
Foreman
Orion
S.A.
Director
of Corporate Communications and Government Affairs
william.foreman@orioncarbons.com
Direct:
+1 832-445-3305
###