Orion S.A. Form 4: Director Galvin Awarded 12.9k Shares

Rhea-AI Filing Summary

Orion S.A. (OEC) – Form 4 insider filing: On 27 June 2025, director Kerry A. Galvin received 12,935 restricted common shares at a grant price of $0. The award will vest the day before the company’s 2026 Annual General Meeting. Following the grant, Galvin’s direct beneficial ownership rises to 65,603 shares. No derivative securities were involved and no shares were sold. The transaction represents a routine equity-based compensation grant that modestly increases insider alignment but is not large enough, in absolute or relative terms, to be considered materially market-moving.

Positive

• Director increased direct ownership by 12,935 shares, signaling continued alignment with shareholders.

Negative

• None.

Insights

Portfolio Manager

TL;DR: Routine director grant; no immediate valuation impact.

The 12,935-share restricted stock award to Director Galvin increases his stake to 65,603 shares, worth roughly US$1.9 million at a $29 share price. While insider purchasing can signal confidence, this is a no-cost, board-approved compensation grant that vests next year, so it should not be interpreted as an active buy. The position size remains immaterial relative to OEC’s ~60 million shares outstanding. I view the filing as governance-routine and neutral to the investment case.

Corporate Governance Expert

TL;DR: Standard equity compensation aligns incentives; neutral impact.

Granting time-based restricted shares to non-executive directors is common practice among mid-cap U.S.-listed companies. The one-year vesting period encourages director retention through the 2026 AGM and modestly strengthens alignment with shareholder value creation. There are no red flags—no accelerated vesting, no derivative instruments, and the grant size is consistent with prior years. Consequently, the disclosure is considered not impactful from a governance-risk perspective.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GALVIN KERRY A

(Last) (First) (Middle)

C/O ORION S.A.

1700 CITY PLAZA DRIVE, SUITE 300

(Street)

SPRING TX 77389

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Orion S.A. [ OEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, no par value	06/27/2025		A		12,935	A	$0(1)	65,603	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 12,935 restricted shares granted to the reporting person on June 27, 2025. These restricted shares vest on the day prior to the Issuer's 2026 Annual General Meeting of Shareholders.

	/s/ Kerry Galvin	06/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Orion S.A. shares did Director Kerry Galvin acquire on 27 June 2025?

He was granted 12,935 restricted common shares.

What is Kerry Galvin's total direct shareholding in OEC after the transaction?

His direct beneficial ownership increased to 65,603 common shares.

Did the Form 4 involve any sale of Orion S.A. shares?

No. The filing reports only an award of restricted shares; no sales were disclosed.

When do the newly granted restricted shares vest?

They vest on the day prior to Orion S.A.’s 2026 Annual General Meeting of Shareholders.

Were any derivative securities reported in this Form 4?

No derivative securities were acquired or disposed of in the reported transaction.