UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2025

ORION S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

001-36563

00-0000000

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1700 City Plaza Drive, Suite 300

Spring, Texas 77389

(Address of principal executive offices, including zip code)

(281) 318-2959

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Shares, no par value		OEC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Credit Agreement Amendment

On September, 30 2025 (the “Closing Date”), Orion Engineered Carbons GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (the “Borrower Representative”) and an indirect, wholly owned subsidiary of Orion S.A. (the “Company”), Goldman Sachs Bank USA, in its capacity as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), UniCredit Bank GmbH as sole coordinator, book runner and mandated lead arranger and sustainability coordinator (in such capacities, the “Amendment Arranger”) and the other Loan Parties party thereto entered into that certain fourteenth amendment (the “Fourteenth Amendment”), which amends the credit agreement originally dated as of July 25, 2014, as amended on August 7, 2014, September 29, 2016, May 5, 2017, May 31, 2017, November 2, 2017, May 3, 2018, October 29, 2018, April 2, 2019, September 30, 2021, May 26, 2022, May 11, 2023, August 16, 2023 and October 6, 2023 (as further amended, restated, supplemented or otherwise modified prior to the Closing Date) by and among the Borrowers (as defined therein), the Guarantors (as defined therein) from time to time party thereto, the several banks, other financial institutions and institutional investors from time to time party thereto and the Administrative Agent (the “Existing Credit Agreement” and, as amended by the Fourteenth Amendment, the “Credit Agreement”).

On the Closing Date, pursuant to the Fourteenth Amendment, the Borrower Representative, inter alia, (i) obtained €50,000,000 of incremental commitments under an Incremental Revolving Facility (as defined in the Credit Agreement), which Incremental Revolving Facility increased the existing Revolving Credit Facility (as defined in the Credit Agreement) outstanding under the Existing Credit Agreement immediately prior to the Closing Date; and (ii) reset the First Lien Leverage Ratio (as defined in the Credit Agreement) financial covenant to (x) 5.00 to 1.00 in respect of any Test Period the last day of which falls on or before 31 December 2026 and (y) 4.50 to 1.00 thereafter.

Other than as described above, the loans under the Credit Agreement continue to have the same terms as provided under the Existing Credit Agreement. Additionally, the parties to the Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement.

The foregoing description of the Fourteenth Amendment and the Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Fourteenth Amendment, a copy of which will be filed as an exhibit to the Company’s next periodic report and is incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORION S.A.


By:	/s/ Jeff Glajch
	Name:	Jeff Glajch
	Title:	Chief Financial Officer

Date: September 30, 2025

Orion S.A. 8-K