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~~October 3013, 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 12.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Conditions.

~~Credit~~On ~~Agreement~~October ~~Amendment~~13, 2025, Orion S.A. (the “Company”) issued a press release announcing certain preliminary financial results for the fiscal third quarter ended September 30, 2025 and updates to guidance for the fiscal year ending December 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

OnThe ~~September,~~information 30in ~~2025~~this ~~(the~~Item ~~“Closing Date”)~~2.02, ~~Orion~~ ~~Engineered~~including ~~Carbons~~Exhibit 99.1 ~~GmbH~~attached hereto, ais ~~limited~~being ~~liability~~furnished ~~company~~and ~~(Gesellschaft~~shall ~~mit~~not ~~beschränkter~~be ~~Haftung)~~deemed ~~organized under the laws of Germany (the~~ “~~Borrower Representative~~filed”) ~~and~~for anpurposes ~~indirect,~~of ~~wholly~~Section ~~owned~~18 ~~subsidiary~~ of ~~Orion S.A. (~~the ~~“Company”),~~Securities Exchange ~~Goldman~~Act ~~Sachs~~of ~~Bank USA~~1934, ~~in its capacity~~ as ~~administrative~~amended ~~agent~~ (~~together with its successors and assigns in such capacity, the~~ “~~Administrative Agent~~Exchange Act”), ~~UniCredit~~or ~~Bank~~otherwise ~~GmbH~~subject asto ~~sole~~the ~~coordinator,~~liabilities ~~book~~of ~~runner~~that ~~and~~Section ~~mandated lead arranger~~ and ~~sustainability~~shall ~~coordinator~~not ~~(in~~be ~~such~~incorporated ~~capacities,~~by ~~the~~reference ~~“Amendment Arranger”) and the other Loan Parties party thereto entered~~ into ~~that~~any ~~certain~~registration ~~fourteenth~~statement ~~amendment (the~~or ~~“Fourteenth~~other ~~Amendment”),~~document ~~which~~pursuant ~~amends~~to the ~~credit~~Securities ~~agreement~~Act ~~originally dated as~~ of ~~July 25~~1933, ~~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~~Exchange ~~Date) by and among the Borrowers (as defined therein)~~Act, ~~the Guarantors (as defined therein) from time to time party~~ ~~thereto,~~except ~~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~~otherwise byexpressly ~~the~~stated ~~Fourteenth~~in ~~Amendment,~~such ~~the “Credit Agreement”)~~filing.

OnItem 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) 59.0001 toFinancial ~~1.00~~Statements ~~in respect of any Test Period the last day of which falls on or before 31 December 2026~~ and ~~(y) 4~~Exhibits.~~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.

Exhibit No.		Description

99.1		Press release of Orion S.A., dated October 13, 2025

104		Cover Page Interactive File (embedded within the Inline XBRL document)

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.SIGNATURES

~~Item~~Pursuant ~~2.03~~to ~~Creation~~the requirements of athe ~~Direct~~Securities ~~Financial~~Exchange Act ~~Obligation~~of or1934, anthe ~~Obligation~~registrant ~~Under~~has anduly ~~Off-Balance~~caused ~~Sheet~~this ~~Arrangement~~report ofto abe ~~Registrant~~signed on its behalf by the undersigned, thereunto duly authorized.

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.

	ORION S.A.


October 14, 2025	By:	/s/ Jeff Glajch
		Name:	Jeff Glajch
		Title:	Chief Financial Officer

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

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