Welcome to our dedicated page for Orion Engineered Carbons S.A. SEC filings (Ticker: OEC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. reported weaker results for 2025, with net sales of $1.81 billion, down 4% year over year, and a net loss of $70.1 million versus a prior-year profit of $44.2 million. The loss includes an $80.8 million non‑cash goodwill impairment.
Adjusted EBITDA fell to $248.0 million from $302.2 million, but operating cash flow improved to $215.8 million and free cash flow swung to a positive $54.8–$55 million from a negative $81.4–$43 million, helped by a $69 million working capital release.
Fourth‑quarter 2025 net sales declined 5% to $411.7 million and the company posted a $21.1 million net loss, though Specialty Carbon Black segment Adjusted EBITDA rose modestly. Orion ended 2025 with net debt of $921.2 million and a net leverage ratio of 3.71.
For 2026, management issued guidance for Adjusted EBITDA of $160–$200 million and free cash flow of $25–$50 million, reflecting continued end‑market softness and pricing outcomes, alongside reduced capital spending and cost‑control initiatives aimed at sustaining positive cash generation.
Orion S.A. reported that its Chief Financial Officer received a grant of 49,213 restricted stock units (RSUs) on December 13, 2025, recorded as common shares with no par value at a price of $0 per unit.
The filing states that these RSUs will vest in three equal installments on December 1 of calendar years 2026, 2027 and 2028, provided the vesting conditions are met. After this grant, the reporting person beneficially owns 49,213 common shares directly, reflecting a typical form of equity-based executive compensation.
Orion S.A. (OEC) filed an initial ownership report for its Chief Financial Officer showing no shares owned. In this Form 3, reporting person Jonathan A. Puckett, who serves as Chief Financial Officer of Orion S.A., states that he does not beneficially own any non-derivative or derivative securities of the company. The filing, dated for an event on 12/01/2025, confirms that as of that date he held no Orion S.A. stock, options, or other equity-linked instruments.
Orion S.A. (OEC) named Jonathan Puckett as Chief Financial Officer, effective December 1, 2025, succeeding Jeffrey Glajch. Glajch will remain employed through year-end 2025 and then serve as a consultant in early 2026 to support a smooth transition.
Puckett’s compensation includes a $500,000 annual base salary, target annual bonus at 65% of base starting January 1, 2026, and long-term incentives targeted at 150% of base (30% RSUs vesting over three years and 70% PSUs vesting after three years). He will receive a $250,000 sign-on RSU grant, a $140,000 sign-on bonus (paid in two installments), $30,000 in relocation/transition support subject to tax gross-up, and severance eligibility equal to one year of base salary plus one year of target bonus under certain events.
Glajch will consult during the transition period, including a $500/hour fee for hours exceeding 40 per month, eligibility for his accrued 2025 bonus, settlement of certain 2024–2025 performance share units as if early retirement criteria were met, and COBRA costs covered during the transition.
Orion S.A. (NYSE: OEC) reported third-quarter 2025 results marked by a non-cash goodwill impairment and softer profitability. Net sales were $450.9 million (down 2.7% year over year) and the company recorded a net loss of $67.1 million, driven by an $80.8 million goodwill impairment across the Rubber and Specialty units.
Adjusted EBITDA was $57.7 million (down 28.0%), as unfavorable raw material pass-through timing and weaker product and regional mix outweighed higher volumes. Year to date, operating cash flow reached $122.9 million against $112.3 million of capital expenditures, supporting ongoing investments. Liquidity totaled $249.2 million, including $51.3 million of cash and $165.8 million available under credit lines. In September, Orion amended its revolving credit facility to €350.0 million capacity; the net leverage covenant is 5.0x on or before December 31, 2026 and 4.5x thereafter. The company also recorded a $7.3 million recovery related to prior misappropriated funds.
Orion S.A. (OEC) furnished an 8-K announcing its third quarter 2025 earnings via a press release attached as Exhibit 99.1. The release includes dial-in details for an earnings call scheduled for November 5, 2025.
The disclosure under Item 2.02 is being furnished and not filed under the Exchange Act. Common shares trade on the NYSE under the symbol OEC.
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.
Orion S.A. reported that its German subsidiary, Orion Engineered Carbons GmbH, entered into a fourteenth amendment to its long-standing syndicated credit agreement.
On the September 30, 2025 closing date, the borrower obtained €50,000,000 of incremental commitments under an Incremental Revolving Facility, increasing the existing revolving credit facility under the prior agreement.
The amendment also resets the financial covenant for the First Lien Leverage Ratio to 5.00 to 1.00 for any test period ending on or before December 31, 2026, and to 4.50 to 1.00 thereafter. All other loan terms and party obligations remain the same as under the existing credit agreement.
Orion S.A. filed a current report stating that its board has declared an interim dividend. The company disclosed that this dividend is scheduled to be paid in the first quarter of 2026.
The details of the dividend, including specific amount and other terms, are contained in a press release dated September 11, 2025, which is attached to the report as an exhibit and incorporated by reference.