Quarterly Report for Quarter Ending March 31, 2025 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number

CERES ORION L.P.

(Exact name of registrant as specified in its charter)

c/o Ceres Managed Futures LLC

1585 Broadway

New York, New York 10036

(Address of principal executive offices) (Zip Code)

(855) 672-4468

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

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 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 such filing 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 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule of the Exchange Act.

Large accelerated filer      Accelerated filer 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 any new 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 of the Exchange Act).

Yes No

PART I. FINANCIAL INFORMATION

Item 1. .

Ceres Orion L.P.

Consolidated Statements of Condition

See accompanying notes to consolidated financial statements.

1

Ceres Orion L.P.

Consolidated Condensed Schedule of Investments

March 31, 2025

(Unaudited)

See accompanying notes to consolidated financial statements.

2

Ceres Orion L.P.

Consolidated Condensed Schedule of Investments

December 31, 2024

See accompanying notes to consolidated financial statements.

3

Ceres Orion L.P.

Consolidated Statements of Income and Expenses

(Unaudited)

See accompanying notes to consolidated financial statements.

4

Ceres Orion L.P.

Consolidated Statements of Changes in Partners' Capital

For the Three Months Ended March 31, 2025 and 2024

(Unaudited)

See accompanying notes to consolidated financial statements.

5

Ceres Orion L.P.

Notes to Consolidated Financial Statements

(Unaudited)

Ceres Orion L.P. (the "Partnership") is a limited partnership organized on March 22, 1999, under the partnership laws of the State of New York, to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity interests, including futures, option, swap and forward contracts. The sectors traded include currencies, energy, grains, livestock, indices, United States ("U.S.") and interest rates, softs and metals. The commodity interests that are traded by the Partnership, directly and indirectly through its investment in the Funds (as defined below), are volatile and involve a high degree of market risk. The Partnership commenced trading on June 10, 1999. The Partnership privately and continuously offers redeemable units of limited partnership interest ("Redeemable Units") to qualified investors. There is no maximum number of Redeemable Units that may be sold by the Partnership. The General Partner (as defined below) may also determine to invest up to all of the Partnership's assets (directly or indirectly through its investment in the Funds) in U.S. Treasury bills and/or money market mutual funds, including money market mutual funds managed by Morgan Stanley or its affiliates.

Ceres Managed Futures LLC, a Delaware limited liability company, acts as the general partner (the "General Partner") and commodity pool operator of the Partnership, is the trading manager (the "Trading Manager") of Transtrend Master (as defined below) and Drakewood Master (as defined below) and was the trading manager of NL Master (as defined below). The General Partner is a wholly-owned subsidiary of Morgan Stanley Capital Management LLC ("MSCM"). MSCM is ultimately owned by Morgan Stanley. Morgan Stanley is a publicly held company whose shares are listed on the New York Stock Exchange. Morgan Stanley is engaged in various financial services and other businesses.

As of March 31, 2025, all trading decisions were made for the Partnership by Transtrend B.V. ("Transtrend"), John Street Capital Limited ("JSCL"), Quantica Capital AG ("Quantica"), Opus Futures LLC ("Opus") and Drakewood Capital Management Limited ("Drakewood") (each an "Advisor" and, collectively, the "Advisors"), each of which is a registered commodity trading advisor, or has otherwise represented that it is exempt from registration as a commodity trading advisor or has otherwise represented that it is exempt from registration as a commodity trading advisor. On December 31, 2024, the Partnership fully redeemed its investment from CMF NL Master Fund LLC ("NL Master") and Northlander Commodity Advisors LLP ("Northlander") ceased to act as a commodity trading advisor to the Partnership. Effective December 31, 2024, Breakout Funds LLC ("Breakout") ceased to act as a commodity trading advisor to the Partnership. Effective October 31, 2022, Pan Capital Management L.P. ("Pan") ceased to act as a commodity trading advisor to the Partnership. Effective January 31, 2022, Greenwave Capital Management LLC ("Greenwave") ceased to act as a commodity trading advisor to the Partnership. References herein to the "Advisors" may include, as relevant, Breakout, Northlander, Greenwave and Pan. Each Advisor is allocated a portion of the Partnership's assets to manage. The Partnership invests the portion of its assets allocated to each of the Advisors either directly, through a managed account in the Partnership's name, or indirectly, through its investment in the Funds. In addition, the General Partner may allocate the Partnership's assets to additional trading advisors (i.e., commodity trading advisors intended to be allocated less than 10% of the Partnership's assets). Information about advisors allocated less than 10% of the Partnership's assets may not be disclosed.

Effective July 1, 2024, Opus directly trades the Partnership's assets allocated to it through a managed account in the name of the Partnership pursuant to Opus's Advanced Ag Program. The General Partner and Opus have agreed that Opus will trade the Partnership's assets allocated to Opus at 1.5 times the amount of the assets allocated. The amount of leverage may be increased or decreased in the future, subject to certain restrictions.

Effective October 1, 2020, Quantica directly trades the Partnership's assets allocated to it through a managed account in the name of the Partnership pursuant to the Quantica Managed Futures Program. The General Partner and Quantica have agreed that Quantica will trade the Partnership's assets allocated to Quantica at 1.25 times the amount of the assets allocated. The amount of leverage may be increased or decreased in the future.

JSCL directly trades the Partnership's assets allocated to it through a managed account in the name of the Partnership pursuant to the Systematic Strategy Program. The General Partner and JSCL have agreed that JSCL will trade the Partnership's assets allocated to it at a level that is up to 2 times the amount of assets allocated to it; provided that if the assets allocated to JSCL are $80 million or less, JSCL will trade the Partnership's assets allocated to it at the level that is up to 1.5 times the amount of assets allocated to it. The amount of leverage may be increased or decreased in the future.

Prior to its termination effective December 31, 2024, Breakout directly traded a portion of the Partnership's assets allocated to it through a managed account in the name of the Partnership pursuant to an enhanced version of Breakout's Propeller Program. The General Partner and Breakout had agreed that Breakout would trade the Partnership's assets allocated to Breakout at 1.0 times the amount of the assets allocated.

Prior to its termination effective January 31, 2022, Greenwave directly traded the Partnership's assets allocated to it through a managed account in the name of the Partnership pursuant to an enhanced version of Greenwave's Flagship Plus 2X Program. The General Partner and Greenwave had agreed that Greenwave would trade the Partnership's assets allocated to Greenwave at a level

6

Ceres Orion L.P.

Notes to Consolidated Financial Statements

(Unaudited)

that was up to times the amount of the assets allocated.

Prior to its termination effective October 31, 2022, Pan directly traded the Partnership's assets allocated to it through a managed account in the name of the Partnership pursuant to Pan's Energy Trading Program.

On June 1, 2011, the Partnership began offering "Class A" Redeemable Units and "Class Z" Redeemable Units pursuant to the offering memorandum. All Redeemable Units issued prior to June 1, 2011 were deemed Class A Redeemable Units. The rights, powers, duties and obligations associated with investment in Class A Redeemable Units were not changed. Class A Redeemable Units are available to taxable U.S. individuals and institutions, U.S. tax exempt individuals and institutions and investors. Class Z Redeemable Units were first issued on August 1, 2011. Class Z Redeemable Units are offered to limited partners who receive advisory services from Morgan Stanley Smith Barney LLC (doing business as Morgan Stanley Wealth Management) ("Morgan Stanley Wealth Management") and certain employees of Morgan Stanley and/or its subsidiaries (and their family members). Class A Redeemable Units and Class Z Redeemable Units will each be referred to as a "Class" and collectively referred to as the "Classes." The Class of Redeemable Units that a limited partner receives upon a subscription will generally depend upon the status of the limited partner, although the General Partner may determine to offer a particular Class of Redeemable Units to investors at its discretion.

During the reporting periods ended March 31, 2025 and 2024, the Partnership's/Funds' commodity broker was Morgan Stanley & Co. LLC ("MS&Co."), a registered futures commission merchant. JPMorgan Chase Bank, N.A. ("JPMorgan") was also a foreign exchange forward contract counterparty for certain Funds.

The Partnership and CMF TT II, LLC ("Transtrend Master") have entered into futures brokerage account agreements and foreign exchange brokerage account agreements with MS&Co. CMF Drakewood Master Fund LLC ("Drakewood Master") has, and prior to its full redemption, CMF NL Master Fund LLC ("NL Master") had, entered into futures brokerage account agreements with MS&Co. Transtrend Master and Drakewood Master are collectively referred to as the "Funds." References herein to "Funds" may also include, as relevant, NL Master.

Transtrend Master entered into certain agreements with JPMorgan in connection with trading in forward foreign currency contracts on behalf of the referenced Funds and indirectly, the Partnership. These agreements include a foreign exchange and bullion authorization agreement ("FX Agreement"), an International Swap Dealers Association, Inc. master agreement ("Master Agreement"), a schedule to the Master Agreement, a 2016 credit support annex for variation margin to the schedule and an institutional account agreement. Under each FX Agreement, JPMorgan charges or charged a fee on the aggregate foreign currency transactions entered into on behalf of the respective Fund during a month.

The Partnership has entered into a selling agent agreement with Morgan Stanley Wealth Management (as amended, the "Selling Agreement"). Pursuant to the Selling Agreement, the Partnership pays Morgan Stanley Wealth Management a monthly ongoing selling agent fee at a flat annual rate equal to 0.75% per year of the adjusted net assets of Class A Redeemable Units (computed monthly by multiplying the adjusted net assets of the Class A Redeemable Units by 0.75% and dividing the result thereof by 12). Class Z Redeemable Units are not subject to an ongoing selling agent fee. The Partnership may pay an ongoing selling agent fee to other properly licensed and/or registered selling agents who sell Class A Redeemable Units, and such additional selling agents may share all or a substantial portion of such fees with their properly registered or exempted financial advisors who have sold Class A Redeemable Units.

The Partnership has entered into an alternative investment placement agent agreement (the "Harbor Selling Agreement"), by and among the Partnership, the General Partner, Morgan Stanley Distribution Inc. ("MSDI"), and Harbor Investment Advisory, LLC, a Maryland limited liability company ("Harbor"), which supersedes and replaces the alternative investment selling agent agreement, dated January 19, 2018, between the Partnership, the General Partner and Harbor. Pursuant to the Harbor Selling Agreement, MSDI and Harbor have been appointed as a selling agent and agent, respectively, of the Partnership for the purpose of finding eligible investors for Redeemable Units through offerings that are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder and for Harbor to serve as an investment advisor to its customers investing in one or more of the partnerships party to the Harbor Selling Agreement; provided, that, included within such appointment, Harbor will provide certain services to certain holders of Redeemable Units of the Partnership, who had acquired such Redeemable Units prior to such holders becoming clients of Harbor. The Harbor Selling Agreement continues in effect until September 30, 2025, unless terminated in certain circumstances as set forth in the Harbor Selling Agreement, including by any party on thirty days' prior written notice, after which the General Partner or the Partnership may, in its sole discretion, renew the Harbor Selling Agreement for additional periods. Pursuant to the Harbor Selling Agreement, the Partnership pays Harbor a monthly ongoing selling agent fee at a flat annual rate equal to 0.75% per year of the adjusted net assets of Class A Redeemable Units (computed monthly by multiplying the adjusted net assets of the Class A Redeemable Units by 0.75% and dividing the result there of by 12).

7

Ceres Orion L.P.

Notes to Consolidated Financial Statements

(Unaudited)

The General Partner fee, management fees, incentive fees and professional fees of the Partnership are allocated proportionally to each Class based on the net asset value of the Class.

Effective January 1, 2021, the incentive fee payable to Transtrend by Transtrend Master was reduced from 20% to 16% of New Trading Profits (as defined in the management agreement among Transtrend Master, the Trading Manager and Transtrend), accrued monthly, but payable semi-annually.

The General Partner has delegated certain administrative functions to SS&C Technologies, Inc., a Delaware corporation, currently doing business as SS&C GlobeOp (the "Administrator"). Pursuant to a master services agreement, the Administrator furnishes certain administrative, accounting, regulatory reporting, tax and other services as agreed from time to time. In addition, the Administrator maintains certain books and records of the Partnership. The cost of retaining the Administrator is allocated among the pools operated by the General Partner, including the Partnership.

The accompanying financial statements and accompanying notes are unaudited but, in the opinion of the General Partner, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership's financial condition at March 31, 2025 and the results of its operations and changes in partners' capital for the three months ended March 31, 2025 and 2024. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. These financial statements should be read together with the financial statements and notes included in the Partnership's Annual Report on Form (the "Form filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2024. The December 31, 2024 information has been derived from the audited financial statements as of and for the year ended December 31, 2024.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

The preparation of consolidated financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires the General Partner to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. As a result, actual results could differ from these estimates, and those differences could be material.

Except for class specific expenses, the General Partner and each limited partner of the Partnership share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each, except that no limited partner is liable for obligations of the Partnership in excess of its capital contributions and profits, if any, net of distributions, redemptions and losses, if any.

The Partnership has not provided a Consolidated Statement of Cash Flows, as permitted by Accounting Standards Codification ("ASC") 230, The Consolidated Statements of Changes in Partners' Capital is included herein, and as of and for the periods ended March 31, 2025 and 2024, the Partnership carried no debt and all of the Partnership's and the Funds' investments were carried at fair value and classified as Level 1 and Level 2 measurements.

Effective October 1, 2023, the Partnership has consolidated its wholly owned investment in Transtrend Master. Accordingly, the Partnership's consolidated condensed schedule of investments as of March 31, 2025 and December 31, 2024, includes the portfolio holdings of Transtrend Master. The Partnership carries its investment in Drakewood Master based on the Partnership's (1) net contributions to Drakewood Master and (2) its allocated share of the undistributed profit and losses, including realized gains (losses) and net change in unrealized gains (losses) of Drakewood Master. As of and for the period ended March 31, 2024, the Partnership carried its investment in NL Master based on the Partnership's (1) net contributions to NL Master and (2) its allocated share of the undistributed profit and losses, including realized gains (losses) and net change in unrealized gains (losses) of NL Master.

All commodity interests held by the Partnership/Funds, including derivative financial instruments and derivative commodity instruments, are held for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded at fair value (as described in Note 5, "Fair Value Measurements") at the measurement date. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing at the date. Gains or losses are realized when contracts are liquidated and are determined using the method. Net unrealized gains or losses on open contracts are included as a component of equity in trading account in the Partnership's/Funds' Consolidated Statements of Financial Condition. Net realized gains or losses and net change in unrealized

8

Ceres Orion L.P.

Notes to Consolidated Financial Statements

(Unaudited)

gains or losses are included in the Partnership's/Funds' Consolidated Statements of Income and Expenses.

The Partnership and the Funds do not isolate the portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations due to changes in market prices of investments held. Such fluctuations are included in total trading results in the Partnership's/Funds' Consolidated Statements of Income and Expenses.

The Partnership's restricted cash is equal to the cash portion of assets on deposit to meet margin requirements, as determined by the exchange or counterparty, and required by MS&Co. At March 31, 2025 and December 31, 2024, the amount of cash held for margin requirements was $44,358,250 and $45,609,297, respectively. Cash that is not classified as restricted cash is therefore classified as unrestricted cash. The Partnership's restricted and unrestricted cash includes cash denominated in foreign currencies of $5,530,170 (cost of $5,513,052) and $3,213,658 (cost of $3,347,538) at March 31, 2025 and December 31, 2024, respectively.

. Income taxes have not been recorded as each partner is individually liable for the taxes, if any, on its share of the Partnership's income and expenses. The Partnership follows the guidance of ASC 740, " ," which prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in the course of preparing the Partnership's tax returns to determine whether the tax positions are of being sustained "when challenged" or "when examined" by the applicable tax authority. Tax positions determined not to meet the threshold would be recorded as a tax benefit or liability in the Partnership's Consolidated Statements of Financial Condition for the current year. If a tax position does not meet the minimum statutory threshold to avoid the incurring of penalties, an expense for the amount of the statutory penalty and interest, if applicable, shall be recognized in the Partnership's Consolidated Statements of Income and Expenses in the years in which the position is claimed or expected to be claimed. The General Partner has concluded that there are no significant uncertain tax positions that would require recognition in the consolidated financial statements. The Partnership files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The tax years remain subject to examination by U.S. federal and most state tax authorities.

The Partnership has been deemed to be an investment company since inception. Accordingly, the Partnership follows the investment company accounting and reporting guidance of Financial Services - Investment Companies (Topic 946) and reflects its investments at fair value with unrealized gains and losses resulting from changes in fair value reflected in the Consolidated Statements of Income and Expenses.

Net income (loss) per Redeemable Unit is calculated in accordance with ASC 946, See Note 3, "Financial Highlights."

. During the year ended December 31, 2024, the Partnership adopted FASB Accounting Standards Update Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, (ASU which requires incremental disclosures related to a public entity's reportable segments. The Partnership operates as a single reportable segment, as the Chief Operating Decision Maker (CODM) monitors the operating results of the Partnership as a whole against its investment objective, which is included in Note 1. The Partnership's President acts as the Partnership's CODM and is responsible for assessing the performance of the Partnership's single segment and deciding how to allocate the segment's resources. To perform this function, the CODM reviews the total trading results as reflected in the accompanying statements of income and expenses and total return as reflected in the financial highlights as included in the notes to the Partnership's Financial Statements. Additionally, segment assets are presented in the accompanying Consolidated Statements of Financial Condition and significant segment expenses are reported in the accompanying Consolidated Statements of Income and Expenses.

There have been no material changes with respect to the Partnership's critical accounting policies as reported in the Partnership's Annual Report on Form for the year ended December 31, 2024.

9

Ceres Orion L.P.

Notes to Consolidated Financial Statements

(Unaudited)

Financial highlights for the limited partner Classes as a whole for the three months ended March 31, 2025 and 2024 were as follows:

The above ratios and total return may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the limited partner Classes using the limited partners' share of consolidated income, expenses and average partners' capital of the Partnership.

10

Table of Contents

4.	Trading Activities:

Table of Contents

Ceres Orion L.P.

Notes to Consolidated Financial Statements

(Unaudited)

The following tables summarize the gross and net amounts recognized relating to assets and liabilities of the Partnership's derivatives and their offsetting subject to master netting arrangements or similar agreements as of March 31, 2025 and December 31, 2024, respectively.

12

Table of Contents

		March 31, 2025
Assets
Futures Contracts
Currencies		$	1,312,282
Energy			4,105,507
Grains			2,305,017
Indices			1,524,088
Interest Rates U.S.			819,625
Interest Rates Non-U.S.			2,360,264
Livestock			1,204,354
Metals			3,099,734
Softs			2,345,737
Total unrealized appreciation on open futures contracts			19,076,608
Liabilities
Futures Contracts
Currencies			(776,461	)
Energy			(2,849,365	)
Grains			(2,166,625	)
Indices			(2,916,681	)
Interest Rates U.S.			(481,738	)
Interest Rates Non-U.S.			(1,093,437	)
Livestock			(295,814	)
Metals			(1,648,430	)
Softs			(1,355,389	)
Total unrealized depreciation on open futures contracts			(13,583,940	)
Net unrealized appreciation on open futures contracts		$	5,492,668			*
Assets
Forward Contracts
Currencies		$	101,078
Metals			448,620
Total unrealized appreciation on open forward contracts			549,698
Liabilities
Forward Contracts
Currencies		$	(19,103	)
Metals			(505,655	)
Total unrealized depreciation on open forward contracts			(524,758	)
Net unrealized appreciation on open forward contracts		$	24,940			**
Assets
Options Purchased
Grains		$	1,230,694
Total options purchased		$	1,230,694			***
Liabilities
Options Written
Grains		$	(376,338	)
Total options written		$	(376,338	)		****

*	This amount is in "Net unrealized appreciation on open futures contracts" in the Consolidated Statements of Financial Condition.

**	This amount is in "Net unrealized appreciation on open forward contracts" in the Consolidated Statements of Financial Condition.

***	This amount is in "Options purchased, at fair value" in the Consolidated Statements of Financial Condition.

****	This amount is in "Options written, at fair value" in the Consolidated Statements of Financial Condition.