8-K
Orion S.A. (OEC)
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): July 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<br><br> <br>of incorporation or organization) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 1700 City Plaza Drive, Suite 300<br><br> <br>Spring, Texas 77389<br><br> <br>(Address of principal executive offices,<br> 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 5.02 Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2025, Orion S.A. (the “Company”) announced that Jeff Glajch, the Company’s Chief Financial Officer, notified the Company of his intention to retire, effective early in the fourth quarter of 2025. Mr. Glajch’s decision to retire is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
The Company’s press release announcing Mr. Glajch’s retirement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Orion S.A., dated July 30, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, hereunto duly authorized.
| ORION S.A. | ||
|---|---|---|
| By: | /s/ Corning Painter | |
| Name: | Corning Painter | |
| Title: | Chief Executive Officer |
July 30, 2025
EXHIBIT 99.1
FORIMMEDIATE RELEASE: July 30, 2025
OrionS.A. announces upcoming CFO retirement
HOUSTON – Orion S.A. (NYSE: OEC), a global specialty chemicals company, announced today the upcoming retirement of Jeff Glajch, its Chief Financial Officer, who intends to step down early in the fourth quarter of 2025.
"On behalf of our entire organization, we thank Jeff for his guidance and valuable contributions to Orion over the past three and a half years", Orion CEO Corning Painter said. “Thanks to Jeff’s leadership, we have exceptional finance and IT teams in place, and we are well-positioned for future growth.”
A comprehensive search will be launched to identify a successor. To ensure a smooth transition, Mr. Glajch will continue to support Orion through the end of 2025.
AboutOrion S.A.
Orion S.A. (NYSE: OEC) is a leading global supplier of carbon black, a solid form of carbon produced as powder or pellets. The material is made to customers’ exacting specifications for tires, coatings, ink, batteries, plastics and numerous other specialty, high-performance applications. Carbon black is used to tint, colorize, provide reinforcement, conduct electricity, increase durability and add UV protection. Orion has four innovation centers and produces carbon black at 15 plants worldwide, offering the most diverse variety of production processes in the industry. The company’s corporate lineage goes back more than 160 years to Germany, where it operates the world’s longest-running carbon black plant. Orion is a leading innovator, applying a deep understanding of customers’ needs to deliver sustainable solutions. For more information, please visit orioncarbons.com.
Forward-LookingStatements
This document contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, including those related to our CFO transition, are statements of future expectations that are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include those factors detailed in our filings with the U.S. Securities and Exchange Commission. Additionally, new risk factors and uncertainties emerge from time to time and it is not possible to predict all risk factors and uncertainties, nor can we assess the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information, other than as required by applicable law.
Contact:
Christopher Kapsch
Orion S.A.
Vice President of Investor Relations
christopher.kapsch@orioncarbons.com
Direct: +1 281-318-4413
William Foreman
Orion S.A.
Director of Corporate Communications and Government Affairs
william.foreman@orioncarbons.com
Direct: +1 832-445-3305