Orion Engineered Carbons SA 2024年度报告

Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesxNoo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filingrequirements for the past 90 days.Yesx Noo Indicate by check mark whether the registrant has electronically submitted every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yesx Noo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer, “accelerated filer”, “smaller reporting company” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐Nox The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant on June 30, 2024, the last business day of theregistrant’s most recently completed second fiscal quarter, based on the closing price on that date of $21.92, was approximately$1.28billion. The registrant had outstanding56,654,098shares of common stock as of February14, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company’s 2025 Proxy Statement, in connection with the Company’s 2025 Annual Meeting of Shareholders (in Part III), as indicated herein. Table of Contents Orion S.A. TABLE OF CONTENTS Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff Comments Item 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures PART IIItem 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. ReservedItem 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and Services PART IVItem 15. Exhibits, Financial Statement SchedulesItem 16. 10-K SummarySIGNATURES Orion S.A. Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 This report contains and refers to certain forward-looking statements with respect to our financial condition, results of operations and business. Thesestatements constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involveknown and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied inthese statements. Forward-looking statements include, among others, statements concerning the