[Form 4] Orion S.A. Insider Trading Activity

Rhea-AI Filing Summary

Orion S.A. director and Chief Executive Officer Corning F. Painter reported equity compensation and related tax-withholding transactions in common shares. On 2026-02-19, he acquired 83,515 common shares at $0.00 per share through the vesting and settlement of performance-based restricted stock units.

On the same date, the issuer withheld 23,789 common shares and 31,907 common shares at $6.27 per share to satisfy tax withholding requirements upon vesting of restricted stock units and performance-based restricted stock units. After these grant and withholding events, Painter directly owned 1,082,194 common shares of Orion S.A.

Insights

Equity compensation analyst

CEO reported routine equity award and tax-withholding disposals.

The transactions show Corning F. Painter, CEO of Orion S.A., receiving an equity award of 83,515 common shares via vesting of performance-based restricted stock units. The price is reported as $0.00, consistent with a non-cash grant tied to prior performance criteria.

Two separate dispositions of 23,789 and 31,907 shares at $6.27 per share were executed as tax-withholding dispositions. Footnotes specify the issuer withheld these shares to cover tax obligations on RSU and performance-based RSU vesting, rather than open-market sales initiated by the CEO.

Following these events, direct ownership is reported at 1,082,194 common shares. These mechanics are typical for executive equity compensation and do not, by themselves, signal a directional view on Orion S.A.’s share price. Overall, the information is routine and best viewed as administrative disclosure of compensation and related tax settlement.

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^*

Painter Corning F.

(Last) (First) (Middle)

C/O ORION ENGINEERED CARBONS LLC

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		F		23,789(1)	D	$6.27	1,060,586	D
Common Shares, no par value	02/19/2026		A		83,515(2)	A	$0	1,114,101	D
Common Shares, no par value	02/19/2026		F		31,907(3)	D	$6.27	1,082,194	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. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.

2. Represents the vesting and settlement of performance-based restricted stock units in shares of common stock following the satisfaction of certain performance criteria.

3. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of performance-based restricted stock units.

	/s/ Corning F. Painter	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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