[8-K] Orion S.A. Reports Material Event

Rhea-AI Filing Summary

Orion S.A. (OEC) reported that it issued a press release with certain preliminary financial results for the fiscal third quarter ended September 30, 2025 and updates to guidance for the fiscal year ending December 31, 2025. The press release was furnished as Exhibit 99.1. The information is being furnished and not deemed filed under the Exchange Act.

Insights

Equity Research Analyst

Orion furnished preliminary Q3 results and updated FY guidance; details sit in Exhibit 99.1, making this a potentially material operating update.

Orion S.A. disclosed preliminary results for the quarter ended September 30, 2025 and updated full-year outlook for the year ending December 31, 2025, via a press release furnished as Exhibit 99.1 on October 13, 2025. Item 2.02 signals operational performance and forward expectations are being revised, which is typically material for forecasting and valuation models.

The information is "furnished," not "filed," limiting Section 18 liability while still informing the market. Without the numerical ranges, the direction (favorable or unfavorable) of the update cannot be inferred here. The presence of guidance changes indicates management has new visibility or assumptions for the remainder of 2025, and preliminary results often include top-line and profitability indicators.

Key items to review in Exhibit 99.1: the specific metrics included in preliminary Q3, the magnitude and direction of the FY guidance update, and any commentary on drivers or timing. Watch for the subsequent full Q3 filing and any alignment between that report and the preliminary figures disclosed on October 13, 2025.

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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): October 13, 2025

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 or organization)		(Commission File Number)		(IRS Employer Identification No.)

1700 City Plaza Drive, Suite 300

Spring, Texas 77389

(Address of principal executive offices, including zip code)

(281) 318-2959

(Registrant’s telephone number, including area code)

N/A

(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. ☐

Item 2.02 Results of Operations and Financial Conditions.

On October 13, 2025, Orion S.A. (the “Company”) issued a press release announcing certain preliminary financial results for the fiscal third quarter ended September 30, 2025 and updates to guidance for the fiscal year ending December 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press release of Orion S.A., dated October 13, 2025
104		Cover Page Interactive 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.
October 14, 2025	By:	/s/ Jeff Glajch
		Name:	Jeff Glajch
		Title:	Chief Financial Officer

FAQ

What did Orion S.A. (OEC) announce in its 8-K?

The company announced a press release with certain preliminary Q3 2025 financial results and updates to full-year 2025 guidance.

Which period do the preliminary results cover for OEC?

They cover the fiscal third quarter ended September 30, 2025.

What timeframe is addressed by Orion S.A.’s guidance update?

The guidance update relates to the fiscal year ending December 31, 2025.

Where can I find the detailed information for OEC?

Details are in Exhibit 99.1, the press release furnished with the report.

Is the information considered filed or furnished?

It is furnished and not deemed filed under the Exchange Act.

What is Orion S.A.’s trading symbol and exchange?

The common shares trade on the NYSE under the symbol OEC.