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Orion S.A. (NYSE: OEC) Q2 2026 net sales reach $500.9 million

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Specialty Carbon Black Adjusted EBITDA rose 96% year over year to $39.0 million, driven by higher pricing, favorable product mix, volume gains in premium grades and strength in high-margin regions.
  • Management reaffirmed 2026 Adjusted EBITDA guidance of $170–$210 million and raised free cash flow guidance to a range from $(10) million to $20 million, a $43 million midpoint improvement.
  • Second quarter operating cash flow of $27 million and free cash flow of $2 million were achieved despite higher oil-derived feedstock costs, supported by working capital initiatives that contributed $4 million to cash.

Negative

  • Rubber Carbon Black Adjusted EBITDA declined 61% year over year to $19.2 million, reflecting lower 2026 contractual pricing, unfavorable customer mix and the impact of an intentional inventory draw.
  • Consolidated net income dropped to $1.8 million from $9.0 million in the prior-year quarter, and Adjusted EBITDA decreased to $58.2 million from $68.8 million despite stronger demand in Western regions.
  • Leverage increased, with net debt of $960.7 million and a net leverage ratio of 4.4x at June 30, 2026, compared with 3.7x at December 31, 2025.

Filing Explained

This August 5 Form 8-K furnishes Orion’s second-quarter earnings release under Item 2.02 rather than filing it for Section 18 purposes; the related conference call is scheduled for August 6.

Item 0.5 Item 0.5
Item 0.8 Item 0.8
Item 1.3 Item 1.3
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net sales Q2 2026 $500.9 million Consolidated net sales for the three months ended June 30, 2026
Net income Q2 2026 $1.8 million Consolidated net income for the three months ended June 30, 2026
Adjusted EBITDA Q2 2026 $58.2 million Consolidated Adjusted EBITDA for the three months ended June 30, 2026
Specialty Adjusted EBITDA Q2 2026 $39.0 million Specialty Carbon Black segment Adjusted EBITDA, up 96% year over year
Rubber Adjusted EBITDA Q2 2026 $19.2 million Rubber Carbon Black segment Adjusted EBITDA, down 61% year over year
Operating cash flow Q2 2026 $27 million Net cash provided by operating activities in the second quarter of 2026
Free cash flow Q2 2026 $2 million Free cash flow for the second quarter of 2026
Net leverage ratio 4.4x Net debt to trailing twelve-month Adjusted EBITDA as of June 30, 2026
Adjusted EBITDA financial
"Net income of $2 million and Adjusted EBITDA of $58 million, a 26% sequential improvement"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free cash flow financial
"resulting in free cash flow of $2 million in the quarter"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Net leverage Ratio financial
"Net debt-to-trailing twelve–month (“TTM”) Adjusted EBITDA ratio of 4.4x at quarter end"
The net leverage ratio measures how much debt a company has compared to its available assets or earnings, after accounting for its cash and liquid assets. It helps investors understand how heavily a company relies on borrowed money to finance its operations and growth. A higher ratio indicates greater financial risk, while a lower ratio suggests a more cautious approach to borrowing.
working capital financial
"Strong execution on working capital initiatives coupled with normal seasonal improvement"
Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.
foreign currency translation financial
"partially offset by a 3% foreign currency translation benefit"
Foreign currency translation is the process of converting financial statements prepared in one currency into another currency so they can be combined or compared. Investors care because exchange rate swings can change reported revenue, profit and asset values even when a company’s underlying business hasn’t changed — like converting vacation spending back to your home money and seeing the total rise or fall depending on the day’s exchange rate.
non-GAAP financial measures financial
"We present certain financial measures that are not prepared in accordance with GAAP"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Net sales $500.9 million up from $466.4 million in Q2 2025
Net income $1.8 million down from $9.0 million in Q2 2025
Adjusted EBITDA $58.2 million down from $68.8 million in Q2 2025; 26% sequential improvement noted
Basic EPS $0.03 down from $0.16 in Q2 2025
Adjusted Diluted EPS $0.14 down from $0.32 in Q2 2025
Guidance

Management reaffirmed 2026 Adjusted EBITDA guidance of $170–$210 million and raised free cash flow guidance to a range from a $10 million outflow to a $20 million inflow, improving the midpoint by $43 million.

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FAQ

What were Orion S.A. (OEC) net sales and earnings in Q2 2026?
Orion S.A. reported Q2 2026 net sales of $500.9 million and net income of $1.8 million. Basic and diluted EPS were $0.03, compared with $0.16 in the prior-year quarter, reflecting weaker profitability despite higher sales.

How did Orion S.A. (OEC) Specialty segment perform in Q2 2026?
The Specialty Carbon Black segment generated net sales of $184.8 million, up 17% year over year, and Adjusted EBITDA of $39.0 million, up 96%. Growth was driven by higher pricing, favorable product mix, stronger volumes and slight foreign exchange benefits.

What were the Q2 2026 results for Orion S.A. (OEC) Rubber Carbon Black segment?
Rubber Carbon Black net sales were $316.1 million, a 3% year-over-year increase, but Adjusted EBITDA declined 61% to $19.2 million. The drop was attributed to lower 2026 contractual pricing, unfavorable customer mix and an intentional inventory draw.

What was Orion S.A. (OEC) cash flow and leverage position at Q2 2026?
For Q2 2026, Orion generated operating cash flow of $27 million and free cash flow of $2 million. The company ended the quarter with net debt of $960.7 million, a net leverage ratio of 4.4x, and liquidity of $178 million.

What 2026 guidance did Orion S.A. (OEC) provide with its Q2 2026 results?
Management reaffirmed 2026 Adjusted EBITDA guidance of $170–$210 million. Free cash flow guidance was raised to a range from a $10 million outflow to a $20 million inflow, improving the midpoint by $43 million versus prior guidance.

When is Orion S.A. (OEC) Q2 2026 earnings call and how can investors listen?
The Q2 2026 earnings call is scheduled for Thursday, August 6, 2026, at 8:30 a.m. EST. U.S. participants can dial 1-877-407-4018; international callers can use 1-201-689-8471, with a replay and webcast available via the company’s website.
0001609804false00016098042026-08-052026-08-05

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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:) August 5, 2026
_____________________________________________________________________________________
ORION S.A.
New Orion Logo3.jpg
(Exact name of registrant as specified in its charter)
Grand Duchy of Luxembourg001-3656398-1007234
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. Employer Identification No.)
1700 City Plaza Drive, Suite 300
Spring,
Texas
77389
(Address of Principal Executive Offices)
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Shares, no par valueOECNew 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 August 5, 2026, Orion S.A. issued a press release announcing its second quarter 2026 earnings, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein. The press release includes the dial-in information for the earnings call to take place on August 6, 2026.
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 August 5, 2026
104Cover 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, hereunto duly authorized.
ORION S.A.
August 5, 2026By/s/ Jonathan A. Puckett
Name: Jonathan A. Puckett
Title: Chief Financial Officer




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ORION S.A.
Exhibit 99.1
Orion S.A. Reports Second Quarter Earnings
HOUSTON—August 5, 2026—Orion S.A. (NYSE: OEC), a specialty chemical company, today reported Second Quarter 2026 Net sales of $501 million, a 7% improvement from the prior year, as 9% higher average year-over-year oil prices and 2% favorable foreign currency translation were partly offset by 2% lower pricing, 1% reduced volumes and adverse product mix in the Rubber Carbon Black segment.
During the quarter, Orion generated a consolidated Net income of $2 million and Adjusted EBITDA of $58 million, a 26% sequential improvement. Demand trends that strengthened late in the first quarter continued throughout the second quarter, particularly in our higher-margin Western regions, and helped more than offset softer conditions in Asia.
Strong execution on working capital initiatives coupled with normal seasonal improvement contributed to second quarter operating cash flow of $27 million and free cash flow of $2 million despite higher average oil-derived feedstock costs.
Other Highlights
•Exceptional year-to-date global safety performance
•Robust Specialty segment earnings, led by Europe, Middle East and Africa (“EMEA”) region
•Nimble response to customer needs against dynamic backdrop, underscores the value of Orion’s localized supply
•Formulaic pass-through mechanisms performing; Strong execution on additional pricing actions
•Ongoing cost saving initiatives delivering; on track for full year benefit of $20 million
•Continued progress on working capital initiatives, improved free cash flow metrics
•On track for full year capital expenditures of $90 million
•Net debt-to-trailing twelve–month (“TTM”) Adjusted EBITDA ratio of 4.4x at quarter end
•Ended the quarter with liquidity of $178 million
“Our second quarter Adjusted EBITDA of $58 million represents a 26% sequential improvement and reflects the inherent resilience of our business. We remain on track to achieve our full year earnings expectations. I continue to be proud of our team’s responsiveness, agility and overall dedication to execution, especially considering the dynamic backdrop including the Middle East conflict. Building on these encouraging Q2 results, we are intensifying our focus on a variety of initiatives to drive improvement in Orion’s key financial metrics, most notably earnings and free cash flow,” stated Corning Painter, Chief Executive Officer.
“The company’s overall sequential improvement was led by our Specialty segment, which delivered 44% higher Adjusted EBITDA compared to the first quarter. This segment’s recovery was most pronounced in the EMEA region, reflecting good demand for our high-margin premium products, overcoming moderating Asia regional demand trends in the quarter,” continued Painter. “Encouragingly, our sequential progress was without our Rubber segment seeing any meaningful benefit, yet, from
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ORION S.A.
recently implemented duties in the EU and 232 tariffs in the U.S., which we continue to believe – and our customers believe – will ultimately support local tire manufacturing rates in these key western regions.”
“We are making good progress on our working capital initiatives. The team’s efforts in working capital made the difference in our cash flow performance during the second quarter, offsetting the headwind of higher average oil prices to generate a modest source of cash, which exceeded our prior expectations for the quarter. Positive cash flow generation for debt reduction remains our most important financial priority,” added Jon Puckett, Chief Financial Officer.
Second Quarter 2026 Overview:
Three Months Ended June 30,
(In millions, except per share data or stated otherwise)20262025
Net Sales
Specialty Carbon Black184.8158.1
Rubber Carbon Black316.1308.3
Total500.9466.4
Net income1.89.0
Adjusted Net income(1)
7.918.2
Segment Measures—Adjusted EBITDA(1)
Specialty Carbon Black39.019.9
Rubber Carbon Black19.248.9
Total58.268.8
Basic EPS0.030.16
Diluted EPS0.030.16
Adjusted Diluted EPS(1)
0.140.32
(1)The reconciliations of these non-GAAP measures to the respective most comparable GAAP measures are provided in the section titled Reconciliation of Non-GAAP Financial Measures.
Specialty Carbon Black
Specialty segment demand strength persisted in key western regions across the second quarter but softened in Asia on curtailed restocking demand activity in the Asian polymer end market. Segment Net sales increased 17% year over year, driven by 8% higher pricing, mainly on higher year-over-year oil prices, 4% favorable product mix, 3% benefit from higher volumes and a 2% benefit from foreign exchange. Segment Adjusted EBITDA increased 96% from the prior year quarter, driven primarily by beneficial pricing across most products and regions, supported by higher oil prices, and volume improvement in premium grades and in our highest-margin regions. Foreign currency effects were slightly favorable year over year.
Rubber Carbon Black
Rubber segment demand trends in the second quarter reflected softer year-over-year tire end-market build rates, down modestly in our key geographic markets, as our local customers continue to be impacted by elevated imports, residual surplus channel inventories as well as modest tire end-market sell-through trends. Segment Net sales increased by 3% year over year on 5% higher pricing, driven by a 9% benefit from the pass-through effects of higher year-over-year oil prices which more than offset lower contractual pricing. Volumes and customer mix were each lower by 3%, partially offset by a 3% foreign currency translation benefit. Rubber segment Adjusted EBITDA decreased 61% in the second quarter, driven primarily by lower
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ORION S.A.
contractual pricing agreements for 2026, unfavorable customer mix and the impact of an intentional inventory draw. Favorable foreign currency translation only modestly offset these headwinds.
Cash Flow and Balance Sheet
Second Quarter 2026 Operating cash flow was $27 million, despite higher feedstock costs, on working capital initiatives that contributed $4 million to cash flow in the quarter. Capex was $25 million in the second quarter, $11 million less than the prior quarter, resulting in free cash flow of $2 million in the quarter. We finished the quarter with net debt of $961 million, a net debt-to-Adjusted EBITDA ratio of 4.4x and liquidity of $178 million.
Outlook
“We are focused on what we can control amid the current volatile geopolitical macro environment and are comfortable reaffirming our 2026 Adjusted EBITDA guidance range of $170 to $210 million. Additionally, considering our successful efforts around working capital along with the expected easing of global oil prices in the second half, we are increasing our full year free cash flow guidance range to a free cash outflow of $10 million to a positive free cash flow of $20 million. This is a $43 million improvement, at the midpoint, compared to our prior guidance,” Painter concluded.
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Conference Call
As previously announced, Orion will hold a conference call tomorrow, Thursday, August 6, 2026, at 8:30 a.m. (EST). The dial-in details for the live conference call are as follows:
U.S. Toll Free:1-877-407-4018
International:1-201-689-8471
A replay of the conference call may be accessed by phone at the following numbers Thursday, August 20, 2026:
U.S. Toll Free:1-844-512-2921
International:1-412-317-6671
Conference ID:13760849
Additionally, an archived webcast of the conference call will be available on the Investor Relations section of the company’s website at www.orioncarbons.com.
To learn more about Orion, visit the company’s website at www.orioncarbons.com, where we regularly post information including notification of events, news, financial performance, investor presentations and webcasts, non-GAAP reconciliations, SEC filings and other information regarding our company, its businesses and the markets it serves.
Contact:
Investor RelationsMedia - U.S.
Christopher KapschWilliam Foreman
+1 281-318-4413+1 832-445-3305
christopher.kapsch@orioncarbons.comwilliam.foreman@orioncarbons.com
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 specialties, high-performance applications. Carbon black is used to tint, colorize, provide reinforcement, conduct electricity, increase durability and add UV protection. Orion has innovation centers on three continents and 14 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.
Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995
This document contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business, including those in the “Outlook” section above. 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 the potential exposure to market risks, 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.
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,”
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ORION S.A.
“seek,” “target,” “to be” and other words of similar meaning. These forward-looking statements include, without limitation, statements about the following matters:
•our profit and cash flow projections;
•our compliance with regulatory changes in certain countries;
•the outcome of any in-progress, pending or possible litigation or regulatory proceedings;
•the impact of adoption of new ASUs on our financial results;
•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
•our projections and expectations for pricing, financial results and performance in 2026 and beyond.
All these forward-looking statements are based on estimates and assumptions that, although believed to be reasonable, are inherently uncertain. Therefore, undue reliance should not be placed upon any forward-looking statements. There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. These factors include, among others:
•negative or uncertain worldwide economic conditions and developments;
•the escalating military conflict between the United States and Iran and geopolitical tension in the Middle East, the Russia-Ukraine war and the growing tension between China and Taiwan;
•disruptions in the supply and the volatility of the pricing of carbon black oil feedstock and natural gas (including due to geopolitical conflicts), which could adversely affect our production volumes, margins and results of operations;
•our capital needs and ability to obtain required financing for our operations and working capital needs, particularly in the short term;
•the operational risks inherent in chemicals manufacturing, including but not limited to disruptions due to technical difficulties, severe weather conditions, natural disasters, pandemics, or otherwise;
•unanticipated impacts of our plans and strategies, including possible future decisions to discontinue or reduce production at certain facilities;
•our dependence on major customers and suppliers;
•further changes and uncertainty in the geopolitical environment or government policy, including related to tariffs, counter-tariffs and other trade barriers;
•our ability to compete in the industries and markets in which we operate;
•our ability to successfully develop new products and technologies;
•our ability to effectively implement our business strategies;
•the volatility of costs, quality and availability of raw materials and energy;
•our ability to realize benefits from investments, joint ventures, acquisitions or alliances;
•our ability to realize benefits from, and changes in plan with respect to, plant capacity expansions and capital investments such as site development projects;
•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;
•our exposure to political or country risks inherent in doing business globally;
•the rapidly changing geopolitical environment, conflicts, growing tension between U.S. and other countries, and/or any other escalations that may impact energy costs and raw material availability or cause other economic disruptions;
•our ability to comply with complex environmental, health and safety laws and regulations, and current and any possible future investigations and enforcement actions by governmental, supranational agencies or other organizations;
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•environmental, social and governance matters, including regulations requiring a reduction of greenhouse gas emissions or that impose additional taxes or fees on emissions as well as increased awareness and adverse publicity about potential impacts on climate change by us;
•changes in regulations for carbon black as a nano-scale material;
•our operations as a company in the chemical sector, including the related risks of leaks, fires and toxic releases as well as other accidents;
•any changes in European Union regulations or similar international regulations on chemical carbon that will affect our ability to market and sell our products;
•any market or regulatory changes that may affect our ability to sell or otherwise benefit from co-generated energy;
•any litigation or legal proceedings, including product liability, environmental or asbestos related claims;
•our ability to protect our intellectual property rights and know-how;
•risks associated with our financial leverage;
•restrictive effects of the covenants in our debt instruments;
•any deterioration in our financial position or downgrade of our ratings by credit rating agencies;
•any disruptive changes in international and local economic conditions, dislocations in credit and capital markets and inflation or deflation;
•our ability to generate the funds required to service our debt and finance our operations;
•any fluctuations in foreign currency exchange or interest rates;
•the availability and efficiency of hedging for certain risks;
•any potential impairments or write-offs of certain assets;
•any required increases in our pension fund or retirement-related contributions;
•the adequacy of our insurance coverage;
•any challenges to our decisions and assumptions in assessing and complying with our tax obligations;
•any changes in our jurisdictional earnings mix or in the tax laws or accepted interpretations of tax laws in those jurisdictions;
•the ability to pay dividends on our Common stock at historical rates or at all;
•the difference between our stockholders’ rights and rights of stockholders of a U.S. corporation;
•the potential difficulty in obtaining or enforcing judgments or bringing legal actions against Orion S.A. (a Luxembourg incorporated entity) in the U.S. or elsewhere outside Luxembourg;
•the difference between Luxembourg & European insolvency laws from U.S. insolvency laws;
•our relationships with our workforce, including negotiations with labor unions, strikes and work stoppages; and
•our ability to recruit or retain key management and personnel.
Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include those factors detailed under the captions “Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” and “Risk Factors” in our Annual Report in Form 10-K for the year ended December 31, 2025 and Note Q. Commitments and Contingencies to our audited Consolidated Financial Statements included therein regarding contingent liabilities, including litigation, as well as in our latest Quarterly Reports on
Form 10-Q and our other filings and submissions on Form 8-K with the Securities and Exchange Commission. It is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or 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 - including those in the “Outlook” and “Quarterly Business Segment Results” sections above - as a result of new information, future events or other information, other than as required by applicable law.
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ORION S.A.
Reconciliation of Non-GAAP Financial Measures
We present certain financial measures that are not prepared in accordance with GAAP or the accounting standards of any other jurisdiction and may not be comparable to other similarly titled measures of other companies. For a reconciliation of these non-GAAP financial measures to their nearest comparable GAAP measures, see section “Reconciliation of Non-GAAP Financial Measures” below.
These non-GAAP measures include, but are not limited to EBITDA, Adjusted EBITDA, Free cash flow, Working capital, adjusted earnings per share as well as Net income (loss) (“Adjusted Diluted EPS”), Net debt and Net leverage Ratio.
We define Adjusted EBITDA as Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, Goodwill impairment, Loss (recovery) due to misappropriation of assets, net, etc.) plus Earnings in affiliated companies, net of tax. We define Free cash flow as Net cash provided by operating activities less Net cash used in investing activities. We define Net working capital as inventories, net plus Accounts receivable, net minus Accounts payable. We define Net debt as Total Gross debt less Cash and cash equivalents. We define Net leverage Ratio as Net debt divided by trailing twelve months Adjusted EBITDA.
We define Adjusted earnings per share (EPS) as earnings, adjusted for stock based compensation, non-recurring items (such as, restructuring expenses, Goodwill impairment, Loss (recovery) due to misappropriation of assets, net, etc.), intangible assets amortization, foreign exchange rate impacts and an estimated tax effect on add back items, divided by Weighted average number of diluted ordinary shares.
Our operations are managed by senior executives who report to our Chief Executive Officer (“CEO”), the chief operating decision maker (“CODM”). Adjusted EBITDA is used by our CODM to evaluate our operating performance and to make decisions regarding allocation of capital, because it excludes the effects of items that have less bearing on the performance of our underlying core business. We use this measure, together with other measures of performance under GAAP, to compare the relative performance of operations in planning, budgeting and reviewing our business. By eliminating potential differences in results of operations between periods caused by factors such as depreciation and amortization, historic cost and age of assets, financing and capital structures and taxation positions or regimes, we believe that Adjusted EBITDA provides a useful additional basis for evaluating and comparing the current performance of the underlying operations.
We believe our non-GAAP measures are useful measures of financial performance in addition to Net income, Income from operations and other profitability measures under GAAP, because they facilitate operating performance comparisons from period to period. In addition, we believe these non-GAAP measures aid investors by providing additional insight into our operational performance and help clarify trends affecting our business.
Other companies and analysts may calculate non-GAAP financial measures differently, so making comparisons among companies on this basis should be done carefully. Non-GAAP measures are not performance measures under GAAP and should not be considered in isolation or construed as substitutes for Net sales, Net income, Income from operations, Gross profit and other GAAP measures as an indicator of our operations in accordance with GAAP.
With respect to Adjusted EBITDA and Free cash flow outlook for 2026, we are not able to reconcile the forward-looking non-GAAP financial measures to the closest corresponding GAAP measure without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant items. These items include, but are not limited to, significant legal settlements, tax and regulatory reserve changes, restructuring costs and acquisition and financing related impacts.
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ORION S.A.
Consolidated Statements of Operations
Three Months Ended June 30,Six Months Ended June 30,
(In millions, except per share amounts)2026202520262025
UnauditedUnaudited
Net sales$500.9 $466.4 $960.4 $944.1 
Cost of sales407.9 368.0 788.2 747.6 
Gross profit93.0 98.4 172.2 196.5 
Selling, general and administrative expenses62.7 57.7 121.8 116.1 
Research and development costs7.2 6.5 14.5 13.1 
Other expenses, net1.8 2.1 3.2 4.0 
Income from operations21.3 32.1 32.7 63.3 
Interest and other financial expense, net16.3 19.1 31.0 32.8 
Income before earnings in affiliated companies and income taxes5.0 13.0 1.7 30.5 
Income tax expense3.4 4.6 10.1 13.5 
Earnings in affiliated companies, net of tax0.2 0.6 0.3 1.1 
Net income (loss)$1.8 $9.0 $(8.1)$18.1 
Weighted-average shares outstanding (in thousands):
Basic56,292 56,153 56,333 56,603 
Diluted57,271 56,320 56,333 56,829 
Earnings (loss) per share:
Basic$0.03 $0.16 $(0.14)$0.32 
Diluted$0.03 $0.16 $(0.14)$0.32 

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ORION S.A.
Consolidated Statements of Financial Position
(In millions, except share amounts)June 30, 2026December 31, 2025
ASSETS
Current assets
Cash and cash equivalents$50.8 $60.7 
Accounts receivable, net300.4 213.6 
Inventories, net275.5 277.3 
Income tax receivables30.3 25.3 
Prepaid expenses and other current assets76.6 66.9 
Total current assets733.6 643.8 
Property, plant and equipment, net1,045.4 1,069.6 
Right-of-use assets129.5 125.8 
Intangible assets, net9.9 14.2 
Investment in equity method affiliates13.6 13.1 
Deferred income tax assets28.3 20.5 
Other assets26.7 20.6 
Total non-current assets1,253.4 1,263.8 
Total assets$1,987.0 $1,907.6 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable$218.0 $197.0 
Current portion of long term-debt and other financial liabilities356.8 305.0 
Accrued liabilities74.3 50.1 
Income taxes payable8.5 20.2 
Other current liabilities58.0 54.1 
Total current liabilities715.6 626.4 
Long-term debt, net652.9 674.5 
Employee benefit plan obligation57.4 58.4 
Deferred income tax liabilities43.1 28.0 
Other liabilities137.7 135.7 
Total non-current liabilities891.1 896.6 
Stockholders' equity
Common stock
Authorized: 65,992,259 and 65,992,259 shares with no par value
Issued – 60,992,259 and 60,992,259 shares with no par value
Outstanding – 56,522,699 and 56,154,794 shares
85.3 85.3 
Treasury stock, at cost, 4,469,560 and 4,837,465 shares
(78.0)(90.8)
Additional paid-in capital71.1 80.2 
Retained earnings370.6 382.2 
Accumulated other comprehensive loss(68.7)(72.3)
Total stockholders' equity380.3 384.6 
Total liabilities and stockholders' equity$1,987.0 $1,907.6 

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ORION S.A.
Consolidated Statements of Cash Flows
Six Months Ended June 30,
(In millions)20262025
Cash flows from operating activities:
Net income (loss)$(8.1)$18.1 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets65.6 63.5 
Amortization of debt issuance costs2.4 0.8 
Stock based compensation4.4 6.3 
Deferred tax (benefit) provision7.9 (17.5)
Foreign currency transactions3.4 (8.3)
Changes in operating assets and liabilities, net:
Trade receivables(91.6)(39.7)
Inventories(4.3)26.9 
Trade payables46.3 (1.1)
Other provisions26.4 (10.6)
Income tax liabilities(15.6)6.3 
Other assets and liabilities, net(21.9)9.4 
Net cash provided by operating activities14.9 54.1 
Cash flows from investing activities:
Acquisition of property, plant and equipment(61.5)(71.4)
Net cash used in investing activities(61.5)(71.4)
Cash flows from financing activities:
Repayments of long-term debt(14.3)(4.4)
Payments for debt issue costs(4.7)— 
Cash inflows related to current financial liabilities122.0 97.8 
Cash outflows related to current financial liabilities(62.5)(52.2)
Dividends paid to stockholders(2.3)(2.4)
Repurchases of Common stock(0.8)(24.8)
Net cash provided by financing activities37.4 14.0 
Decrease in cash, cash equivalents and restricted cash(9.2)(3.3)
Cash, cash equivalents and restricted cash at the beginning of the period61.2 44.7 
Effect of exchange rate changes on cash0.3 2.7 
Cash, cash equivalents and restricted cash at the end of the period52.3 44.1 
Less restricted cash at the end of the period1.5 1.5 
Cash and cash equivalents at the end of the period$50.8 $42.6 

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ORION S.A.
Reconciliation of Non-GAAP to GAAP Financial Measures
The following tables present a reconciliation of each Non-GAAP measure to the most directly comparable GAAP measure:
Reconciliation of Net income (loss) to Adjusted EBITDA:
Reconciliation of profitSecond QuarterSix Months Ended June 30,
(In millions)2026202520262025
Net income (loss)$1.8 9.0(8.1)18.1
Add back Income tax expense3.4 4.6 10.113.5
Add back Equity in earnings of affiliated companies, net of tax(0.2)(0.6)(0.3)(1.1)
Income before earnings in affiliated companies and income taxes5.0 13.0 1.7 30.5
Add back Interest and other financial expense, net16.3 19.1 31.032.8
Income from operations21.3 32.1 32.763.3
Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets32.9 32.0 65.663.5
EBITDA54.2 64.1 98.3126.8
Equity in earnings of affiliated companies, net of tax0.2 0.6 0.31.1
Long term incentive plan3.0 3.6 4.46.3
Other adjustments0.8 0.5 1.30.8
Adjusted EBITDA$58.2 $68.8 104.3135.0
Reconciliation of Net income (loss) to Adjusted net income and Diluted Earnings (loss) per share to Adjusted Diluted Earnings (loss) per share:
Adjusted EPSSecond QuarterSix Months Ended June 30,
(In millions, except per share amounts)2026202520262025
Net income (loss)$1.8 $9.0 $(8.1)$18.1 
add back long term incentive plan 3.0 3.6 4.4 6.3 
add back other adjustment items0.8 0.5 1.3 0.8 
add back intangible assets amortization2.0 1.9 4.0 3.7 
add back foreign exchange rate impacts1.6 6.7 2.0 6.8 
add back amortization of transaction costs 1.2 0.4 2.4 0.8 
Tax effect on add back items at estimated tax rate(2.5)(3.9)(4.2)(5.5)
Adjusted Net income$7.9 $18.2 $1.8 $31.0 
Total add back items$6.1 $9.2 $9.9 $12.9 
Impact add back items per share$0.11 $0.16 $0.17 $0.23 
Earnings (loss) per share (diluted)$0.03 $0.16 $(0.14)$0.32 
Adjusted Diluted EPS$0.14 $0.32 $0.03 $0.55 
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ORION S.A.
Reconciliation of Net cash provided by (used in) operating activities to Free Cash flow:
Free cash flow
Three Months Ended March 31,
Three Months Ended June 30,Six Months Ended June 30,
(In millions)202620262026
1Net cash provided by (used in) operating activities$(12.4)$27.3 $14.9 
2Net cash used in investing activities(36.1)(25.4)(61.5)
1 + 2Free cash flow$(48.5)$1.9 $(46.6)
Reconciliation of Change in Cash from Working capital:
Change in Cash from Working capitalThree Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
(In millions)202620262026
Changes in operating assets and liabilities, net:
Trade receivables$(60.2)$(31.4)$(91.6)
Inventories21.9 (26.2)(4.3)
Trade payables(15.2)61.5 46.3 
Change in Cash from Working capital$(53.5)$3.9 $(49.6)
Reconciliation of Debt to Net leverage Ratio:
Net leverage ratioJune 30December 31
(In millions, except ratio)20262025
Term Loans (non-current)$620.1 $636.7 
China Term Loan (non-current)
33.8 39.3 
Other short-term debt and obligations342.6 289.8 
Term Loans (current)1.5 3.0 
China Term Loan (current)13.5 13.1 
Total gross debt1,011.5 981.9 
Less: Cash and cash equivalents50.8 60.7 
1Net debt$960.7 $921.2 
2Adjusted EBITDA (Trailing twelve months)$217.3 $248.0 
1 ÷ 2Net leverage ratio4.4 3.7 
Adjusted EBITDA (Trailing twelve months)
(In millions)
Adjusted EBITDA Trailing twelve months as of December 31, 2025$248.0 
Less: Adjusted EBITDA as of June 30, 2025
135.0 
Add: Adjusted EBITDA as of June 30, 2026
104.3 
Adjusted EBITDA (Trailing twelve months)$217.3 
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Source: View Original Filing on SEC EDGAR

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