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 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements forthe past 90 days.Yesx Noo Indicate by check mark whether the registrant has submitted electronically 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 suchfiles).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 Large accelerated filerNon-accelerated filer 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ x Orion S.A. TABLE OF CONTENTS PART I - Financial Information Item 1. Financial Statements and Supplementary Data (Unaudited)Condensed Consolidated Statements of OperationsCondensed Consolidated Statements of Comprehensive IncomeCondensed Consolidated Balance SheetsCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Changes in Stockholders’ EquityNotes to the Condensed Consolidated Financial Statements(Unaudited)Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and Procedures PART II - Other Information Item 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. OtherItem 6. Exhibits Orion S.A.PART I - Financial Information Orion S.ANotes to the Condensed Consolidated Financial Statement (Unaudited) Table of Contents—Notes Note A.Organization, Description of the Business and Summary of Significant Accounting Policies Note B.Accounts Receivable Note C.InventoriesNote D.Debt and Other ObligationsNote E.Financial Instruments and Fair Value MeasurementNote F.Employee Benefit PlansNote G.Accumulated Other Comprehensive Income (Loss)Note H.Earnings Per ShareNote I.Income TaxesNote J.Commitments and ContingenciesNote K.Financial Information by Segment Note A.Organization, Description of the Business and Summary of Significant Accounting Policies Orion S.A.’s unaudited Condensed Consolidated Financial Statements include Orion S.A. and its subsidiaries (“Orion” or the “Company”). The unauditedCondensed Consolidated Financial Statements have been prepared in accordance with the United States (“U.S.”) Generally Accepted Accounting Principles(“GAAP”) and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of our resultsfor the interim periods presented. These statements contain some amounts that are based upon management estimates and judgments. Future actual results Summary of Significant Accounting Policies—Accounting Standards Adopted Income Taxes—In December 2023, the FASB issued ASU No. 2023-09,Income Taxes (Topic 740) Improvements to Income Tax Disclosures. This guidancerequires companies to disclose certain specific categories in the rate reconciliation and provide additional information for reconciling items that meet thequantitative threshold of 5% of the expected tax using the applicable statutory income tax rate. There is also a required disclosure to provide the net income Is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We adopted this on January 1, 2025. The adoption of this ASU did not materially impact our Consolidated Financial Statements, however, will require additional disclosures in our Annual Report inForm 10-K for the year ended December 31, 2025. Summary of Significant Accounting Policies—Accounting Standards Not Yet Adopted Consolidated Statements of Operations—In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update(“ASU”) 2024-03, and in January 2025, ASU 2025-01,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic This ASU does not change the expense captions an entity presents in the face of its Consolidated Statements of Operations. Rather, it requires disaggregation ofcertain