Orion S.A. (OEC) SVP nets new shares after RSU vesting

Rhea-AI Filing Summary

Orion S.A. Senior Vice President Global Rubber Pedro Riveros reported routine equity compensation activity in common shares. On February 19, 2026, restricted stock units and performance-based restricted stock units vested and settled, resulting in a grant of 6,988 common shares at $0.00 per share as an award.

To cover related tax withholding obligations, 2,721 shares and 2,982 shares were disposed of at $6.27 per share through share withholding rather than open-market sales. After these transactions, Riveros directly held 53,990 common shares of Orion S.A.

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^*

Riveros Pedro

(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 Rubber

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		2,721(1)	D	$6.27	49,984	D
Common Shares, no par value	02/19/2026		A		6,988(2)	A	$0	56,972	D
Common Shares, no par value	02/19/2026		F		2,982(3)	D	$6.27	53,990	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/ Pedro Riveros	02/23/2026
	** 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 transactions did Orion S.A. (OEC) report for Pedro Riveros?

Orion S.A. reported that Sr. VP Global Rubber Pedro Riveros had restricted and performance-based stock units vest, receiving 6,988 common shares. The company also withheld shares to cover tax obligations tied to this vesting.

Were the Orion S.A. (OEC) insider transactions open-market sales or tax withholdings?

The dispositions were tax-withholding transactions, not open-market sales. Orion S.A. withheld 2,721 and 2,982 shares at $6.27 per share to satisfy tax requirements on vested restricted and performance-based stock units.

How many Orion S.A. (OEC) shares did Pedro Riveros receive from awards?

Pedro Riveros received a grant of 6,988 common shares of Orion S.A. at a price of $0.00 per share. This reflects the vesting and settlement of performance-based restricted stock units into common stock.

What is Pedro Riveros’ Orion S.A. (OEC) shareholding after these Form 4 transactions?

Following the reported equity award and related tax withholdings, Pedro Riveros directly owns 53,990 common shares of Orion S.A. This figure reflects his position after all transactions on February 19, 2026.

What role does Pedro Riveros hold at Orion S.A. (OEC) in this Form 4?

In this Form 4, Pedro Riveros is identified as Sr. VP Global Rubber of Orion S.A. The reported transactions involve his direct ownership of the company’s common shares as part of equity compensation.