Insider ownership at OEC rises as director granted 12,935 restricted shares

Rhea-AI Filing Summary

Orion S.A. (OEC) – Form 4 insider filing: Director Mary A. Lindsey was granted 12,935 restricted common shares on 27 June 2025 (Transaction Code “A”). The award was made at no cost as part of director compensation and will vest the day before the 2026 Annual General Meeting. Following the grant, Lindsey’s direct beneficial ownership increases to 55,889 shares. No open-market purchases, sales or derivative security transactions were reported.

Positive

• Director ownership increases by 12,935 shares, boosting alignment with shareholders.
• No insider sales or derivative disposals were reported, avoiding negative sentiment.

Negative

• Grant is compensation-based and involves no personal capital commitment, so it carries weaker positive signalling value.

Insights

Financial Analyst

TL;DR: Compensation grant lifts director’s stake; neutral-to-slightly positive signal.

The filing discloses a routine equity compensation grant rather than an open-market purchase. Although the extra 12,935 shares raise insider ownership to 55,889 shares, the lack of cash outlay limits the strength of any bullish signal. Still, higher ownership can better align director incentives with shareholder interests. There is no indication of insider selling, which is mildly reassuring. Overall, impact on valuation or near-term trading sentiment is modest.

Corporate Governance Specialist

TL;DR: Standard board equity award; maintains alignment, no governance red flags.

Granting restricted stock that vests at the next AGM is common practice to tie board compensation to performance and tenure. The size of the award appears ordinary and keeps Lindsey’s holdings meaningful relative to peers. Absence of derivative positions or rapid disposition clauses reduces potential conflicts. Governance impact is neutral, supporting ongoing alignment without signalling material strategic change.

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

OMB APPROVAL

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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^*

LINDSEY MARY 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)	55,889	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/ Mary Lindsey	06/30/2025
	** 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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FAQ

How many Orion (OEC) shares did Director Mary Lindsey acquire?

She received 12,935 restricted common shares.

When will the restricted shares granted to Mary Lindsey vest?

They vest the day prior to the 2026 Annual General Meeting.

What is Mary Lindsey’s total shareholding after this Form 4 transaction?

Her direct beneficial ownership is 55,889 common shares.

Was the transaction an open-market purchase or a grant?

It was a grant (Transaction Code “A”) made at no cost as part of director compensation.

Did the filing report any insider sales of Orion stock?

No. The Form 4 shows only an acquisition; there were no dispositions.

What is the significance of Transaction Code "A" on Form 4?

Code "A" indicates an acquisition, typically through a grant or award, not an open-market trade.