Orion S.A. (OEC)

CIK: 0001609804. SIC: 2890 Miscellaneous Chemical Products. Latest 10-K as of: 2026-02-17.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2890 Miscellaneous Chemical Products

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1609804. Latest filing source: 0001628280-26-008601.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-17. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001609804.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001609804.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-031430.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the three months ended March 31, 2026 and 2025 and should be read in conjunction with the information included under Item 1. Financial Statements and Supplementary Data (Unaudited) elsewhere in this report. Results for the three month periods ended March 31, 2026 is not necessarily indicative of results that may be expected for the entire year.

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”).

Unless otherwise indicated, the “Company,” “we,” “us,” “our” or similar words are used to refer to Orion S.A. together with its consolidated subsidiaries (“Orion S.A.”).

Operating Results

Operating results for the periods discussed as follows:

Three Months Ended March 31,

2026

2025

Delta

(In millions, except volume)

%

Volume (in kmt)

256.5 

251.7 

4.8 

1.9 

Net sales

$

459.5 

$

477.7 

$

(18.2)

(3.8)

Cost of sales

380.3 

379.6 

0.7 

0.2 

Gross profit

79.2

98.1

(18.9)

(19.3)

Selling, general and administrative expenses

59.1

58.4

0.7

1.2 

Research and development costs

7.3

6.6

0.7

10.6 

Other expenses, net

1.4

1.9

(0.5)

(26.3)

Income from operations

11.4

31.2

(19.8)

(63.5)

Interest and other financial expense, net

14.7

13.7

1.0

7.3 

Income (loss) before earnings in affiliated companies and income taxes

(3.3)

17.5

(20.8)

(118.9)

Income tax expense

6.7

8.9

(2.2)

(24.7)

Earnings in affiliated companies, net of tax

0.1

0.5

(0.4)

(80.0)

Net income (loss)

(9.9)

9.1 

(19.0)

(208.8)

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments

3.6 

2.6 

1.0 

38.5 

Net gains (losses) on derivatives

1.7 

(1.5)

3.2 

(213.3)

Defined benefit plans, net

(0.1)

(0.1)

— 

— 

Total other comprehensive income, net of tax

5.2 

1.0 

4.2 

420.0 

Comprehensive income (loss)

$

(4.7)

$

10.1 

$

(14.8)

(146.5)

Operating Results Discussion

For the three months ended March 31, 2026 compared to three months ended March 31, 2025

Net sales

Volume for the three months ended March 31, 2026 increased by 4.8 kmt, year over year, to 256.5 kmt, primarily due to higher demand in Europe, Middle East and Africa (“EMEA”) and Asia Pacific (“APAC”) regions in both segments, partially offset by lower demand in the Americas.

Net sales for the three months ended March 31, 2026 decreased by $18.2 million, or 3.8%, year over year to $459.5 million, primarily due to the pass-through effect of lower year-over-year oil prices, as well as unfavorable price and product mix. Those were partially offset by a favorable foreign exchange rate impact and higher volume in both segments.

Cost of sales

Cost of sales for the three months ended March 31, 2026 increased marginally by $0.7 million, or 0.2%, year over year to $380.3 million.

Gross profit

Gross profit for the three months ended March 31, 2026 decreased by $18.9 million, or 19.3%, year over year to $79.2 million. The

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

decrease was primarily driven by unfavorable product and regional mix, unfavorable timing from the pass-through effect of raw material costs and contractual pricing.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended March 31, 2026 increased marginally by $0.7 million, or 1.2%, year over year to $59.1 million.

Provision for income taxes

For the three months ended March 31, 2026, we recognized a Loss before earnings in affiliated companies and income taxes of $3.3 million, compared to Income before earnings in affiliated companies and income taxes of $17.5 million for the three months ended March 31, 2025.

Income tax expense for the three months ended March 31, 2026 and 2025 were $6.7 million and $8.9 million, respectively. Income tax expense is primarily determined based on projected pre-tax income mix in countries with varying statutory tax rates and valuation allowances on tax losses.

Comprehensive Income (loss) and Net Income (loss)

Comprehensive loss decreased in the first quarter of 2026 by $14.8 million year over year to $4.7 million. The components of Comprehensive income (loss) are discussed below:

Net income decreased by $19.0 million in the first quarter of 2026 compared to the first quarter of 2025 as discussed above.

The activities from the components of Other Comprehensive income are discussed below:

•$1.0 million of net favorable impact due to change in foreign currency translation adjustments as a result of the weakening of the U.S. dollar versus euro, and

•$3.2 million of net favorable impact related to financial derivative instruments, primarily driven by net periodic changes in cross currency and interest rate swaps.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

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, Segment Gross Profit, Net Working Capital, Capital Expenditures and Free Cash Flow.

We define:

•EBITDA—Earnings before interest, taxes, depreciation and amortization.

•Adjusted EBITDA—Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, legal settlement gain, loss (recovery) due to assets misappropriation, net, etc.) plus Earnings in affiliated companies, net of tax.

•Segment Gross Profit—Segment Net sales minus segment Cost of sales.

•Net Working Capital—Inventories, net plus Accounts receivable, net minus Accounts payable.

•Capital Expenditures—Cash paid for the acquisition of property, plant and equipment.

•Free Cash Flow—Net cash provided by operating activities less Net cash used in investing activities.

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. We believe these 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. 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. 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.

However, 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.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

Reconciliation of Non-GAAP Financial Measures

The following table presents reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA:

Three Months Ended March 31,

2026

2025

Delta

(In millions)

%

Net income (loss)

$

(9.9)

$

9.1 

$

(19.0)

(208.8)

Add back Income tax expense

6.7 

8.9 

(2.2)

(24.7)

Add back Equity in earnings of affiliated companies, net of tax

(0.1)

(0.5)

0.4 

(80.0)

Income (loss) before earnings in affiliated companies and income taxes

(3.3)

17.5 

(20.8)

(118.9)

Add back Interest and other financial expense, net

14.7 

13.7 

1.0 

7.3 

Income from operations

11.4 

31.2 

(19.8)

(63.5)

Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets

32.7 

31.5 

1.2 

3.8 

EBITDA

44.1 

62.7 

(18.6)

(29.7)

Equity in earnings of affiliated companies, net of tax

0.1 

0.5 

(0.4)

(80.0)

Long term incentive plan

1.4 

2.7 

(1.3)

(48.1)

Other adjustments

0.5 

0.3 

0.2 

66.7 

Adjusted EBITDA

$

46.1 

$

66.2 

$

(20.1)

(30.4)

Adjusted EBITDA Specialty Carbon Black

$

27.1 

$

25.4 

$

1.7 

6.7 

Adjusted EBITDA Rubber Carbon Black

$

19.0 

$

40.8 

$

(21.8)

(53.4)

Adjusted EBITDA (A Non-GAAP Financial Measure)

Adjusted EBITDA decreased in the first quarter of 2026 by $20.1 million, or 30.4%, to $46.1 million, year over year.

The decrease was driven by unfavorable timing of the pass-through effect of raw material costs, lower contractual pricing, unfavorable product and regional mix in our Rubber Carbon Black segment and higher production costs. These were partially offset by a favorable foreign exchange rate impact in both segments.

Segment Discussion

Our operations are managed through two reportable segments, Specialty Carbon Black and Rubber Carbon Black. We use Segment Adjusted EBITDA as the measure of segment performance and profitability.

The tables below present our segment results derived from our unaudited Condensed Consolidated Financial Statements for the periods indicated.

Specialty Carbon Black

Three Months Ended March 31,

2026

2025

Delta

(In millions, except volume)

%

Volume (kmt)

64.0 

61.9 

2.1 

3.4 

Net sales

$

169.7 

$

160.7 

$

9.0 

5.6 

Cost of sales

126.5 

120.7 

5.8 

4.8 

Segment Gross profit

$

43.2 

$

40.0 

$

3.2 

8.0 

Adjusted EBITDA

$

27.1 

$

25.4 

$

1.7 

6.7 

Specialty segment demand picked up considerably late in the first quarter, as the surge in oil prices precipitated channel restocking across most end-markets. Segment volumes increased 3.4% year over year, led by growth in the Americas, in particular, as well as our Europe, Middle East and Africa (“EMEA”) regions more than offsetting slightly lower year-over-year demand in the Asia Pacific (“APAC”) region.

Net sales increased by $9.0 million, or 5.6%, year over year to $169.7 million, for the three months ended March 31, 2026, driven primarily by higher volume in Americas and EMEA regions, foreign exchange rate impact, favorable product mix, those were partially offset by unfavorable price.

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Management’s Discussion and Analysis of Financial Condition and Results of Operation

Gross profit increased by $3.2 million, or 8.0%, year over year, to $43.2 million for the three months ended March 31, 2026, primarily driven by the higher volume and favorable product mix.

Adjusted EBITDA for the three months ended March

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-17. Report date: 2025-12-31.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis summarizes the significant factors affecting our results of operations and financial condition during the years ended December 31, 2025 and 2024, and should be read in conjunction with the information included under Item 1. Business and Item 8. Financial Statements and Supplementary Data included elsewhere in this Annual Report. We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP” or “U.S. GAAP”) and in U.S. dollars.

This section discusses year-to-year comparisons between 2025 and 2024. For discussions on year-to-year comparison between 2024 and 2023 refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Annual Report in Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on February 19, 2025 (the “Prior Annual Report”).

Key Factors Affecting Our Results of Operations

We believe certain factors had, and will continue to have, a material effect on our results of operations and financial condition. As many of these factors are beyond our control, and certain of these factors have historically been volatile, past performance will not necessarily be indicative of future performance, and it is difficult to predict future performance with any degree of certainty. In addition, important factors that could cause our actual results of operations or financial conditions to differ materially from those expressed or implied below, include, but are not limited to, factors indicated under “Item 1A. Risk Factors” and “Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” elsewhere in this Annual Report.

Operating Results

2025 Compared to 2024

Operating results for the periods discussed are as follows:

Year Ended December 31,

Year-Over-Year

2025

2024

Delta

(In millions, except volume)

%

Volume (in kmt)

948.6 

934.8 

13.8 

1.5%

Net sales

$

1,806.7 

$

1,877.5 

$

(70.8)

(3.8)%

Cost of sales

1,446.9 

1,448.7 

(1.8)

(0.1)%

Gross profit

359.8

428.8

(69.0)

(16.1)%

Selling, general and administrative expenses

230.7 

237.8 

(7.1)

(3.0)%

Research and development costs

27.5 

27.1 

0.4 

1.5%

Loss (recovery) due to misappropriation of assets, net

(6.9)

59.3 

(66.2)

(111.6)%

Goodwill impairment

80.8 

— 

80.8 

—%

Other expense (income), net

0.2 

1.9 

(1.7)

(89.5)%

Income from operations

27.5

102.7

(75.2)

(73.2)%

Interest and other financial expense, net

62.3 

49.4 

12.9 

26.1%

Income (loss) before earnings in affiliated companies and income taxes

(34.8)

53.3

(88.1)

(165.3)%

Income tax expense

35.8 

9.7 

26.1 

269.1%

Earnings in affiliated companies, net of tax

0.5 

0.6 

(0.1)

(16.7)%

Net income (loss)

(70.1)

44.2 

(114.3)

(258.6)%

Other comprehensive loss, net of tax

Foreign currency translation adjustments

(4.5)

(24.3)

19.8 

(81.5)%

Net losses on derivatives

(3.2)

(5.3)

2.1 

(39.6)%

Defined benefit plans, net

5.3 

(0.4)

5.7 

(1425.0)%

Other comprehensive loss

(2.4)

(30.0)

27.6 

(92.0)%

Comprehensive income (loss)

$

(72.5)

$

14.2 

$

(86.7)

(610.6)%

Net sales    

Volume increased marginally by 13.8 kmt, or 1.5%, year-over-year to 948.6 kmt, primarily due to higher Rubber Carbon Black segment volume, partially offset by lower Specialty Carbon Black segment volume.

Net sales decreased by $70.8 million, or 3.8%, from $1,877.5 million in 2024 to $1,806.7 million in 2025, driven primarily by the pass-through effect of lower oil prices, partially offset by higher volume in the Rubber Carbon Black segment and a favorable foreign exchange rate impact.

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Cost of sales

Cost of sales decreased marginally by $1.8 million, or 0.1%, from $1,448.7 million in 2024 to $1,446.9 million in 2025.

Gross profit

Gross profit decreased by $69.0 million or 16.1%, from $428.8 million in 2024 to $359.8 million in 2025.

The decrease was primarily driven by unfavorable product and regional mix, contractual price and unfavorable timing from the pass-through effect of raw material costs.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased by $7.1 million, or 3.0%, from $237.8 million in 2024 to $230.7 million in 2025 driven primarily by impact of cost saving measures initiated by us and lower distribution costs. Those were partially offset by unfavorable foreign exchange rate impact.

Loss (recovery) due to misappropriation of assets, net

During the third quarter of 2024, we were the target of a criminal scheme that resulted in multiple fraudulently induced outbound wire transfers to accounts controlled by unknown third parties aggregating to $55.7 million, net of recoveries. In addition, we incurred $3.6 million of professional fees in connection with our investigations.

During 2025, we recovered $9.2 million (€7.9 million) and incurred $2.3 million of professional fees, which was reported in Loss (recovery) due to misappropriation of assets, net in our Consolidated Statements of Operations.

For more information, refer to Note Q. Commitments and Contingencies to the Consolidated Financial Statements.

Goodwill impairment

During the third quarter of 2025, we experienced a significant decrease in the trading price of our Common stock. In our Rubber reporting unit, elevated levels of low value tire imports from Asia during 2025 have indirectly impacted our demand in core Western markets and our overall profitability. In our Specialty reporting unit, persistently soft industrial economies coupled with uncertainty related to global trade, tariffs and regulatory matters have impacted our demand and portfolio mix. We performed quantitative impairment assessments for each of our two reporting units as of September 30, 2025.

Based on our quantitative assessments, we recognized a non-cash goodwill impairment charge of $80.8 million, which impaired all of our existing goodwill. For more information, refer to Note H. Goodwill and Intangible Assets to the Consolidated Financial Statements.

Income tax expense

Income tax expense was $35.8 million and $9.7 million in 2025 and 2024, respectively.

The 2025 effective income tax rate was (104.4)% compared with 18.0% in 2024. The increase in the effective tax rate was mainly driven by the negative tax effects from the goodwill impairment and valuation allowances. Those were partially offset by US tax refunds and tax-free income.

The 2025 effective tax rate was particularly impacted by:

•the $18.5 million tax effect from the non-tax deductible goodwill impairment charge, and

•valuation allowances of $10.6 million.

For further details, see Note P. Income Taxes in Item 8. Financial Statements and Supplementary Data, to the accompanying Consolidated Financial Statements.

Comprehensive income (loss)

2025 vs 2024―Comprehensive income (loss) decreased by $86.7 million, from Comprehensive income of $14.2 million to Comprehensive loss of $72.5 million, primarily due to a decrease in Net income. The activities from the remaining components of Comprehensive income are discussed below.

•$19.8 million favorable foreign currency translation adjustments due to weakening of U.S. dollar versus euro,

•$5.7 million related to net favorable fair value changes in defined pension and other post-retirement benefits and

•$2.1 million related to net favorable impacts related to financial derivative instruments primarily driven by net periodic changes in cross currency swaps.

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General Economic Conditions, Cyclicality and Seasonality

We believe carbon black feedstock and production costs are or may be influenced by a variety of geopolitical developments and macroeconomic considerations, including but not limited to the current U.S. administration’s evolving tariff policy, the European Union’s (“EU”) climate policies, the result of the EU’s anti-dumping investigation into Chinese tire imports, market prices of carbon emission certificates (“CO2”) in the EU, and the ongoing Russian-Ukraine war. To mitigate energy-related cost volatility risks, we have incorporated, where possible, raw material and regulatory cost pass-through provisions in our supply agreements, and we are continually focused on diversifying our global feedstocks sources.

Revolving credit facility—In February 2026, we entered into the Fifteenth Amendment to the Credit Agreement, which amended and restated our revolving credit facility (the “RCF”). See Note J. Debt and Other Obligations to our accompanying Consolidated Financial Statements for further discussion.

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, Adjusted EBITDA, Net Working Capital and Capital Expenditures.

We define:

•EBITDA—Income from operations before depreciation and amortization.

•Adjusted EBITDA—Income from operations before depreciation and amortization, stock-based compensation, and non-recurring items (such as, restructuring expenses, Loss (recovery) due to misappropriation of assets, net, Goodwill impairment, etc.) plus Earnings in affiliated companies, net of tax.

•Segment Gross Profit—Segment Net sales minus segment Cost of sales.

•Net Working Capital—Inventories, net plus Accounts receivable, net minus Accounts payable.

•Capital Expenditures—Cash paid for the acquisition of property, plant and equipment.

•Free Cash Flow—Net cash provided by operating activities less Net cash used in investing activities.

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 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. We believe these measures are useful metrics 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. 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. 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.

However, 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.

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Reconciliation of Non-GAAP Financial Measures

The following table presents a Reconciliation of Net income (loss) to Adjusted EBITDA:

Year Ended December 31,

Year-Over-Year

2025

2024

Delta

(In millions)

%

Net income (loss)

$

(70.1)

$

44.2

$

(114.3)

(258.6)

%

Add back Income tax expense

35.8

9.7

26.1

269.1 

%

Add back Equity in earnings of affiliated companies, net of tax

(0.5)

(0.6)

0.1

(16.7)

%

Income (loss) before earnings in affiliated companies and income taxes

(34.8)

53.3

(88.1)

(165.3)

%

Add back Interest and other financial expense, net

62.3

49.4

12.9

26.1 

%

Income from operations

27.5

102.7

(75.2)

(73.2)

%

Add back Depreciation of property, plant and equipment and amortization of intangible assets and right of use assets

131.9

125.3

6.6

5.3 

%

EBITDA

159.4

228.0

(68.6)

(30.1)

%

Equity in earnings of affiliated companies, net of tax

0.5

0.6

(0.1)

(16.7)

%

Loss (recovery) due to misappropriation of assets, net

Misappropriation of assets, net

(9.2)

55.7

(64.9)

(116.5)

%

Professional fees related to misappropriation of assets

2.3

3.6

(1.3)

(36.1)

%

Goodwill impairment

80.8

—

80.8

— 

%

Long term incentive plan

13.6

15.3

(1.7)

(11.1)

%

Other adjustments

0.6

(1.0)

1.6

(160.0)

%

Adjusted EBITDA

$

248.0

$

302.2

$

(54.2)

(17.9)

%

Specialty Carbon Black Adjusted EBITDA

$

93.5

$

108.1

$

(14.6)

(13.5)

%

Rubber Carbon Black Adjusted EBITDA

$

154.5

$

194.1

$

(39.6)

(20.4)

%

Adjusted EBITDA (A Non-GAAP Financial Measure)

Adjusted EBITDA decreased by $54.2 million, or 17.9%, from $302.2 million in 2024 to $248.0 million in 2025. The decrease was primarily due to lower volume in the Specialty Carbon Black segment, unfavorable customer and regional mix in the Rubber Carbon Black segment and unfavorable timing from the pass-through effect of raw material costs.

Segment Discussion

Our business operations are managed through two operating segments—Specialty Carbon Black and Rubber Carbon Black. We use Segment Adjusted EBITDA as a measure of segment performance and profitability.

Overview

In 2025, our Rubber Carbon Black (“RCB”) reporting segment experienced softer demand in core Western markets, as key tire making customers reduced production rates because they were impacted by elevated levels of typically low value tire imports from Asia. Our Specialty Carbon Black segment results, including demand and mix, were impacted by persistently soft global industrial economies, coupled with broad uncertainty related to global trade, tariffs and regulatory matters.

In 2025, our net sales were $1,806.7 million, sales volume was 948.6 kmt, net loss was $70.1 million, and Adjusted EBITDA was $248.0 million.

•Specialty Carbon Black Segment—Adjusted EBITDA was $93.5 million. This segment accounted for 34.2% of our total revenue, 37.7% of total Adjusted EBITDA and 24.6% of our total volume in 2025.

•Rubber Carbon Black Segment—Adjusted EBITDA was $154.5 million. This segment accounted for 65.8% of our total revenue, 62.3% of total Adjusted EBITDA and 75.4% of our total volume in 2025.

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Specialty Carbon Black

Year Ended December 31,

Year-Over-Year

2025

2024

Delta

(In millions, unless otherwise indicated)

%

Volume (kmt)

233.8 

245.8 

(12.0)

(4.9)

%

Net sales

$

618.5 

$

646.3 

$

(27.8)

(4.3)

%

Cost of sales

477.7 

494.4 

(16.7)

(3.4)

%

Gross profit

$

140.8 

$

151.9 

$

(11.1)

(7.3)

%

Adjusted EBITDA

$

93.5 

$

108.1 

$

(14.6)

(13.5)

%

Specialty Carbon Black segment volume decreased by 12.0 kmt, or 4.9%, from 245.8 kmt in 2024 to 233.8 kmt in 2025, primarily driven by lower demand across all regions.

Net sales of the Specialty Carbon Black segment decreased by $27.8 million, or 4.3%, from $646.3 million in 2024 to $618.5 million in 2025. The net sales decrease in 2025 was primarily due to the pass-through effect of lower oil prices and lower volume, partially offset by a favorable foreign exchange rate impact.

Gross profit of the Specialty Carbon Black segment decreased by $11.1 million, or 7.3%, from $151.9 million in 2024 to $140.8 million in 2025. Adjusted EBITDA of the Specialty Carbon Black segment decreased by $14.6 million, or 13.5%, from $108.1 million in 2024 to $93.5 million in 2025. The decrease was primarily due to lower demand across all regions, partially offset by favorable product mix.

Rubber Carbon Black

Year Ended December 31,

Year-Over-Year

2025

2024

Delta

(In millions, unless otherwise indicated)

%

Volume (kmt)

714.8 

689.0 

25.8 

3.7 

%

Net sales

$

1,188.2 

$

1,231.2 

$

(43.0)

(3.5)

%

Cost of sales

969.2 

954.3 

14.9 

1.6 

%

Gross profit

$

219.0 

$

276.9 

$

(57.9)

(20.9)

%

Adjusted EBITDA

$

154.5 

$

194.1 

$

(39.6)

(20.4)

%

Volume of the Rubber Carbon Black segment increased by 25.8 kmt, or 3.7%, from 689.0 kmt in 2024 to 714.8 kmt in 2025. The increase was primarily due to higher demand in the Americas and Asia Pacific regions, partially offset by lower demand in Europe, Middle East and Africa region.

Net sales of the Rubber Carbon Black segment decreased by $43.0 million, or 3.5%, from $1,231.2 million in 2024 to $1,188.2 million in 2025. The decrease was primarily due to the pass-through effect of lower oil prices, partially offset by higher volume and a favorable foreign exchange rate impact.

Gross profit of the Rubber Carbon Black segment decreased by $57.9 million, or 20.9%, from $276.9 million in 2024 to $219.0 million in 2025. The decrease was primarily driven by the pass-through effect of lower oil prices and unfavorable price and regional customer mix, partially offset by higher volume.

Adjusted EBITDA of the Rubber Carbon Black segment decreased by $39.6 million, or 20.4%, from $194.1 million in 2024 to $154.5 million in 2025. The decrease was primarily due to unfavorable customer and regional mix as well as the unfavorable impact from the pass-through effect of raw material costs. Those were partially offset by higher volume.

Liquidity and Capital Resources

Sources of Liquidity

Our principal sources of liquidity are the net cash generated (i) from operating activities, primarily driven by our operating results and changes in working capital requirements and (ii) from financing activities, primarily driven by borrowing amounts available under our RCF and related ancillary facilities, uncommitted local credit lines and, from time to time, term loan borrowings and Accounts receivable factoring.

We believe our anticipated future operating cash flow, the capacity under our existing credit facilities, along with access to surety bonds, will be sufficient to finance our planned capital expenditures, settle our commitments and contingencies and address our normal anticipated working capital needs for the foreseeable future.

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As of December 31, 2025, the Company had liquidity of $253.7 million, including cash and equivalents of $60.7 million and $193.0 million in availability remaining under our committed RCF, including ancillary lines.

Cash Flows

Cash and cash equivalents increased $9.4 million to $60.7 million as of December 31, 2025 compared to December 31, 2024.

The table below presents cash flows and Free Cash Flow derived from our Consolidated Financial Statements.

Year Ended December 31,

2025

2024

(In millions)

1

Net cash provided by operating activities

$

215.8 

$

125.3 

2

Net cash used in investing activities

(161.0)

(206.7)

3

Net cash provided by (used in) financing activities

(41.2)

89.3 

Free Cash Flow(1) (1-2)

54.8 

(81.4)

(1) Free Cash Flow is a non-GAAP financial measure, and other companies may use a similarly titled financial measure that is calculated differently from the way we calculate Free Cash Flow.

2025

Operating Activities—Cash provided by operating activities primarily reflected our Net income, adjusted for non-cash items and changes in working capital. Net cash provided by operating activities in 2025 included $6.9 million partial recovery related to 2024 loss due to misappropriation of assets, net.

Investing Activities—Cash used by investing activities amounted to $161.0 million. The expenditures were primarily related to maintenance and growth investments, including $66.9 million related to construction of the facility in La Porte, Texas.

Financing Activities—Net cash used in financing activities was $41.2 million. These outflows primarily consisted of $24.8 million repurchases of our Common stock, $8.9 million of scheduled debt repayments, $4.7 million dividend distributions and $4.6 million related to cash paid for refinancing our RCF. See Note J. Debt and Other Obligations to the accompanying Consolidated Financial Statements for further information regarding the Company’s indebtedness.

Net Working Capital (A Non-GAAP Financial Measure)

We define Net Working Capital as the total of Inventories, net and Accounts receivable, net, less Accounts payable. Net Working Capital is a non-GAAP financial measure, and other companies may use a similarly titled financial measure that is calculated differently from the way we calculate Net Working Capital. The components of Net Working Capital at December 31, are as follows:

2025

2024

(In millions)

Inventories, net

$

277.3 

$

290.4 

Accounts receivable, net

213.6 

211.9 

Accounts payable

(197.0)

(156.2)

Net working capital

$

293.9 

$

346.1 

Our Net Working Capital position can vary significantly due to fluctuations in oil prices and receipts of carbon black oil shipments. In general, increases in the cost of raw materials lead to an increase in our Net Working Capital requirements. Due to the quantity of carbon black oil that we typically keep in stock, such increases in Net Working Capital occur gradually over a period of two to three months. Conversely, decreases in the cost of raw materials lead to a decrease in our Net Working Capital requirements over the same period of time.

Our Net Working Capital decreased to $293.9 million as of December 31, 2025 compared to $346.1 million as of December 31, 2024. The primary working capital change drivers, year over year, were as follows:

•Inventory—Decrease in inventory was primarily due to year-end destocking activity, and

•Accounts payable—Increase in accounts payable was primarily due to timing of payments.

Those were partially offset by:

•Accounts receivable, net—Change in working capital includes $456.3 million sale of certain Accounts receivables, discussed in Note C. Accounts Receivable to the accompanying Consolidated Financial Statements for further information on the factoring agreement.

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Capital Requirements

Capital Expenditures—We define Capital Expenditures as cash paid for the acquisition of property, plant and equipment. We plan to finance our capital expenditures with cash generated by our operating activities and or utilizing existing debt capacity. We do not plan to make any other capital expenditures outside the ordinary course of our business.

In 2025 December, we adjusted the construction timeline of the La Porte facility to better reflect end market conditions, including a protracted domestic adoption rate of electric vehicles. For further discussion refer to Note F. Property, Plant and Equipment to the accompanying Consolidated Financial Statements.

Debt and Other Obligations—Our gross debt balance as of December 31, 2025 was $981.9 million, an increase of $73.2 million compared to December 31, 2024, primarily due to weakening of U.S. dollar versus the euro. In 2026, we will repay $16.1 million of long-term debt from cash in hand and cash generated by operating activities. For more information on Debt, refer to Note J. Debt and Other Obligations to the accompanying Consolidated Financial Statements.

Contractual Obligations—We believe our contractual obligations will be met with cash generated by operating activities and/or utilizing existing debt capacity. For more information on contractual obligations, refer to “Note Q. Commitments and Contingencies” to the accompanying Consolidated Financial Statements.

Leases—We do not have material short-term lease obligations. We believe lease obligations would be met with cash generated by our operating activities and/or utilizing existing debt capacity. For operating and finance leases, refer to Note G. Leases to the accompanying Consolidated Financial Statements.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. The policies and estimates discussed below are considered by our management to be critical to an understanding of the Consolidated Financial Statements, because their application requires the most significant judgments from management in estimating matters for financial reporting that are inherently uncertain. This discussion should be read in conjunction with our Consolidated Financial Statements and related notes included in this Annual Report in Form 10-K.

Inventories—We account for our raw materials, work-in-progress and finished goods inventories using average cost method of accounting. The cost of raw materials, which represents a substantial portion of our operating expenses and energy costs, generally follow price trends for crude oil and/or natural gas.

We periodically review inventory for both potential obsolescence and potential declines in anticipated selling prices. Due to natural inventory composition changes, variation in pricing from period to period does not necessarily result in a linear lower of cost or market (“LCM”) impact. Fluctuation in the prices from period to period may result in the recognition of charges to adjust the value of inventory to the lower of cost or market in periods of falling prices and the reversal of those charges in subsequent interim periods as market prices recover. We write down the value of our inventories by an amount equal to the difference between the cost of the inventory and its estimated net realizable value. Historically, such write-downs have not been material. However, if actual market conditions are less favorable than those projected by management at the time of the assessment, additional inventory write-downs may be required, which could reduce our gross profit and our earnings.

Loss Contingencies—We record liabilities for loss contingencies when it is probable that a liability has been incurred and the amount of loss is reasonably estimable. We provide disclosure when there is a reasonable possibility that the ultimate loss will exceed the recorded provision by a material amount or if the loss is not reasonably estimable but is expected to be material to our financial results. We are currently involved in litigation and other proceedings, as discussed in Note Q. Commitments and Contingencies to the accompanying Consolidated Financial Statements. We have accrued our estimates of the probable losses associated with these matters and associated legal costs are generally recognized as incurred. However, our losses are typically resolved over long periods of time and are often difficult to estimate due to various factors including the possibility of multiple actions by third parties. Therefore, it is possible future earnings could be affected by changes in our estimates related to these matters.

Accruals for Taxes Based on Income—The determination of our provision for income taxes and the calculation of our tax benefits and liabilities is subject to management’s estimates and judgments due to the complexity of the tax laws and regulations in the tax jurisdictions in which we operate. Uncertainties exist with respect to interpretation of these complex laws and regulations.

Deferred tax assets and liabilities are determined based on temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.

We recognize future tax benefits to the extent that the realization of these benefits is more likely than not. Our current provision for income taxes is impacted by the recognition and release of valuation allowances related to net deferred tax assets in certain jurisdictions. Further changes to these valuation allowances may impact our future provision for income taxes, which will include no tax benefit with respect to

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losses incurred and no tax expense with respect to income generated in these countries until the respective valuation allowance is eliminated.

We recognize the financial statement benefits with respect to an uncertain income tax position that we have taken or may take on an income tax return when we believe it is more likely than not that the position will be sustained with the tax authorities.

ACCOUNTING AND REPORTING CHANGES

For a discussion of the potential impact of new accounting pronouncements on our Consolidated Financial Statements, see Note B. Recent Accounting Pronouncements to the accompanying Consolidated Financial Statements.

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