Orion S.A. (OEC) reports 49,213 RSUs awarded to its CFO

Rhea-AI Filing Summary

Orion S.A. reported that its Chief Financial Officer received a grant of 49,213 restricted stock units (RSUs) on December 13, 2025, recorded as common shares with no par value at a price of $0 per unit.

The filing states that these RSUs will vest in three equal installments on December 1 of calendar years 2026, 2027 and 2028, provided the vesting conditions are met. After this grant, the reporting person beneficially owns 49,213 common shares directly, reflecting a typical form of equity-based executive compensation.

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^*

Puckett Jonathan 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2025

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	12/13/2025		A		49,213(1)	A	$0	49,213	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. RSUs granted to the reporting person on December 13, 2025. Granted RSUs will vest ratably on December 1st for calendar years 2026, 2027 and 2028.

	/s/ Jonathan A. Puckett	12/16/2025
	** 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).
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FAQ

What insider transaction did Orion S.A. (OEC) disclose in this Form 4?

The company disclosed that its Chief Financial Officer received a grant of 49,213 restricted stock units (RSUs) on December 13, 2025, recorded as common shares with no par value at a price of $0 per unit.

How many Orion S.A. (OEC) shares does the reporting person own after this transaction?

Following the reported RSU grant, the reporting person beneficially owns 49,213 Orion S.A. common shares in direct ownership, as shown in Table I of the filing.

What are the vesting terms of the 49,213 RSUs reported for Orion S.A. (OEC)?

The filing explains that the 49,213 RSUs granted on December 13, 2025 will vest ratably on December 1 for calendar years 2026, 2027 and 2028, resulting in three equal vesting installments.

Which officer of Orion S.A. (OEC) is involved in this Form 4 transaction?

The transaction involves the company’s Chief Financial Officer, who is identified in the relationship section of the form and who signed the filing as /s/ Jonathan A. Puckett.

Was this Orion S.A. (OEC) Form 4 filed for an acquisition or a disposition of shares?

The Form 4 reports an acquisition of securities, specifically 49,213 RSUs classified as an A (acquired) transaction in Table I, rather than a disposition.

Does this Orion S.A. (OEC) Form 4 include any derivative securities activity?

Table II, which covers derivative securities such as options or warrants, does not list any derivative security acquisitions or dispositions for this transaction; the reported activity relates to RSUs on common shares in Table I.