Orion S.A. Reports Third Quarter Earnings

Orion S.A. (NYSE: OEC), a specialty chemical company, today reported Third Quarter 2026 Net sales of $473 million, a 5% improvement from the prior year, primarily driven by a 13% favorable pass-through effect of higher year-over-year oil prices, partially offset by 5% lower year-over-year volumes and 2% lower pricing, primarily related to annual pricing agreements in the Rubber Carbon Black segment. Orion generated a consolidated Net loss of $3 million and Adjusted EBITDA of $67 million. Third quarter Adjusted EBITDA included an approximate $17 million net benefit related to the timing of our annual European emission allowances which were finalized and issued during the quarter, largely offsetting related accruals that were recognized earlier this year. Continued strong execution on working capital initiatives contributed to third quarter operating cash flow of $58 million and free cash flow of $46 million despite higher average feedstock costs. Year-to-date Adjusted EBITDA reached $171 million, keeping Orion on track to deliver on its full year outlook, which contemplated European emission allowances and accruals.

Quarterly Highlights

• Continued strong year-to-date global safety performance, including no lost time accidents

• Robust working capital performance drove $46 million of free cash flow

• Formulaic pass-through mechanisms continue to perform well, mitigating feedstock volatility

• Strong fixed cost performance; On track to exceed full year gross cost savings expectations

• Expect to reduce full year capital expenditures by $70 million

• Net debt-to-trailing twelve month (“TTM”) Adjusted EBITDA ratio of 4.1x

• Quarter end liquidity of $193 million

“Third quarter results, including Adjusted EBITDA results of $67 million and free cash flow of $46 million, were particularly encouraging when considering the macro backdrop and feedstock cost volatility. Our organization’s tenacity and commitment to execution, coupled with the business’s inherent resilience, have positioned us to deliver on our full year earnings expectations. Last quarter, we stressed our commitment to drive improved financial metrics during these trough-like industry conditions. Our robust free cash flow during the third quarter underscores our continued success with these efforts,” stated Corning Painter, Chief Executive Officer.

“We are on track to deliver on our full year earnings outlook,” continued Painter, “even though moderating tire imports have not yet led to a tangible recovery in local tire manufacturing in our key North American and European regions. Therefore, we are taking additional measures to drive improved performance, including an evaluation of our overall production network, with a focus on underperforming assets.”

“Continued progress related to structural working capital improvements is evident in our strong free cash flow generation in the third quarter. We are confident in our ability to generate free cash flow in 2026 despite significantly higher feedstock costs. Positive cash flow generation for debt reduction is our highest financial priority,” added Jon Puckett, Chief Financial Officer.

Third Quarter 2026 Overview:

Specialty Carbon Black

After strong demand during the second quarter on security of supply concerns, trends in Western regions moderated during the third quarter, particularly within the polymers end market where customers exhibited destocking behavior. Segment Net sales increased 4% year over year, primarily driven by a 6% favorable pass-through effect of higher year-over-year oil prices and 5% benefit from improved product and regional mix, partially offset by a 7% unfavorable volume effect, with declines concentrated in EMEA and Americas regions where destocking activity was more pronounced. Segment Adjusted EBITDA increased by $3.8 million, or 18% from the prior year quarter, driven primarily by the combined effect of timing associated with European emission allowances and a favorable pass-through effect from higher raw material costs of $6.1 million, along with improved product and customer mix of $4.6 million, which were partially offset by the effect of reduced volumes in EMEA and Americas regions of $8.5 million.

Rubber Carbon Black

Rubber segment Net sales increased by 5% year over year primarily due to a 16% favorable pass-through effect from higher year-over-year oil prices partially offset by 4% lower volumes in the Americas and Asia Pacific regions, 4% lower pricing associated with our 2026 annual contract agreements and 3% unfavorable customer mix. Rubber segment Adjusted EBITDA increased $5.3 million, or 15% in the third quarter, driven primarily by the combined effect of timing associated with European emission allowances and a favorable pass-through effect from higher raw material costs of $21.3 million, partially offset by lower pricing of $10.6 million and adverse regional mix of $7.9 million.

Cash Flow and Balance Sheet

Third Quarter 2026 Operating cash flow was $58 million, despite higher feedstock costs, on working capital initiatives that helped generate $28 million of cash in the quarter. Capex was $12 million in the third quarter, a $14 million sequential reduction, resulting in free cash flow of $46 million in the third quarter. We finished the quarter with net debt of $918 million, a net debt-to-Adjusted EBITDA ratio of 4.1x and liquidity of $193 million.

Outlook

“We are tightening our 2026 Adjusted EBITDA guidance range to $190 to $200 million, and raising the midpoint. This increase reflects strong year-to-date results muted by above-normal seasonal softness and a higher than usual plant turnaround schedule in the fourth quarter. Although global oil prices have not yet moderated as anticipated, we still expect to generate positive free cash flow for the full year,” Painter continued. “While we are relatively early in our 2027 budgeting process, and Rubber contract negotiations continue to progress, we anticipate delivering improved Adjusted EBITDA next year, which coupled with an approximate $20 million capex reduction is expected to drive positive free cash flow again in 2027.”

Conference Call

As previously announced, Orion will hold a conference call tomorrow, Thursday, November 5, 2026, at 8:30 a.m. (EST). The dial-in details for the live conference call are as follows:

A replay of the conference call may be accessed by phone at the following numbers Thursday, November 19, 2026:

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.

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,” “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;

• 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.

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 EBITDA as Income from operations before depreciation and amortization. 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.

Reconciliation of Net cash provided by operating activities to Free Cash flow:

Reconciliation of Change in Cash from Working capital:

Reconciliation of Debt to Net leverage ratio:

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