Orion Engineered Carbons SA 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36563 ORION S.A. (281) 318-2959Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: 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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to suchfiling requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, "smaller reporting company" and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerAccelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No The registrant had56,388,649shares of common stock outstanding as of May1, 2026. 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. ExhibitsSignatures Orion S.A.PART I - Financial InformationItem 1. Financial Statements and Supplementary Data (Unaudited) Condensed Consolidated Statements of Comprehensive Income 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.Accumulated Other Comprehensive Income (Loss)Note G.Earnings Per ShareNote H.Income TaxesNote I.Commitments and ContingenciesNote J.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”). Theunaudited Condensed Consolidated Financial Statements have been prepared in accordance with the United States (“U.S.”) Generally AcceptedAccounting Principles (“GAAP”) and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required byGAAP for annual financial statements. These financial statements should be read in conjunction with the Consolidated Financial Statements includedin our Annual Report on Form 10-K for the year ended December31, 2025. The accompanying unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of ourresults for the interim periods presented. These statements contain some amounts that are based upon management estimates and judgments. Futureactual results could differ from such current estimates. Results for interim periods are not necessarily indicative of results to be expected for the fullyear. Summary of Significant Accounting Policies—Accounting Standards Adopted Interim Reporting—In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270):Narrow-Scope Improvements. This ASUcreates a comprehensive list of interim disclosures required under U.S. GAAP and incorporates a disclosure principle that requires disclosures atinterim periods when an event or change that has a mater