Orion S.A. (OEC) SVP reports RSU vesting and tax share withholding moves

Rhea-AI Filing Summary

Orion S.A. senior vice president of global operations Carlos Quinones reported equity compensation activity in common shares. On February 19, 2026, he received 6,516 common shares at no cost in connection with a grant and vesting of performance-based restricted stock units. On the same date, the issuer withheld 1,790 shares and 2,129 shares at $6.27 per share to cover tax obligations tied to vesting of restricted stock units, which are coded as tax-withholding dispositions rather than open-market sales. After these transactions, his directly held common share balance increased in stages to 89,692 shares.

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^*

Quinones Carlos

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP Global Operations

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		1,790(1)	D	$6.27	85,305	D
Common Shares, no par value	02/19/2026		A		6,516(2)	A	$0	91,821	D
Common Shares, no par value	02/19/2026		F		2,129(3)	D	$6.27	89,692	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/ Carlos J. Quinones	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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Orion S.A. (OEC) insider Carlos Quinones report on this Form 4?

Carlos Quinones reported equity compensation activity involving Orion S.A. common shares. He received 6,516 shares from a grant and vesting of performance-based restricted stock units and had shares withheld to cover related tax obligations, changing his reported direct holdings.

Did Carlos Quinones buy or sell Orion S.A. (OEC) shares on the open market?

The filing does not show open-market buying or selling. Dispositions are coded as tax-withholding, where shares were withheld by Orion S.A. to satisfy tax liabilities upon vesting of restricted stock units, rather than shares being sold in the market.

How many Orion S.A. (OEC) shares did Carlos Quinones acquire in this Form 4?

He acquired 6,516 Orion S.A. common shares at a stated price of $0.00 per share. This reflects vesting and settlement of performance-based restricted stock units into shares following satisfaction of specified performance criteria, increasing his direct ownership stake.

How many Orion S.A. (OEC) shares were disposed of for tax withholding?

A total of 1,790 and 2,129 Orion S.A. common shares were disposed of through tax withholding. These F-code transactions represent shares withheld by the issuer to satisfy tax obligations upon vesting of restricted and performance-based restricted stock units.

What is Carlos Quinones’ Orion S.A. (OEC) share ownership after these transactions?

After the reported grant, vesting, and tax-withholding dispositions, Carlos Quinones’ direct ownership is shown at 89,692 common shares. This figure reflects the net outcome of the equity award vesting and the issuer’s share withholding for associated tax requirements.

What do the footnotes in this Orion S.A. (OEC) Form 4 explain?

The footnotes explain that certain shares relate to vesting and settlement of performance-based restricted stock units, and that shares marked with F codes were withheld by Orion S.A. to meet tax withholding requirements at vesting, clarifying they are compensation-related, not open-market sales.