Orion S.A. (NYSE: OEC) VP reports stock awards and tax withholdings

Rhea-AI Filing Summary

Orion S.A. senior vice president Sandra Niewiem reported routine equity compensation transactions in common shares. On February 19, 2026, she received a grant of 5,952 common shares at no cost, reflecting the vesting and settlement of performance-based restricted stock units after performance criteria were met.

On the same date, a total of 5,489 shares were disposed of through tax-withholding transactions at $6.27 per share, with shares withheld by the company to cover tax obligations on both time-based and performance-based restricted stock unit vesting. After these transactions, she continued to hold common shares directly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Niewiem Sandra

Role Sr. VP Global Specialties

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares, no par value	2,662	$6.27	$17K
Grant/Award	Common Shares, no par value	5,952	$0.00	--
Tax Withholding	Common Shares, no par value	2,827	$6.27	$18K

Holdings After Transaction: Common Shares, no par value — 24,255 shares (Direct)

Footnotes (1)

1. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units. Represents the vesting and settlement of performance-based restricted stock units in shares of common stock following the satisfaction of certain performance criteria. Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of performance-based restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Niewiem Sandra

(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 Specialties

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		2,662(1)	D	$6.27	24,255	D
Common Shares, no par value	02/19/2026		A		5,952(2)	A	$0	30,207	D
Common Shares, no par value	02/19/2026		F		2,827(3)	D	$6.27	27,380	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/ Sandra Niewiem	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Orion S.A. (OEC) report for Sandra Niewiem?

Sandra Niewiem reported a grant of 5,952 Orion S.A. common shares and tax-withholding dispositions totaling 5,489 shares. These transactions relate to vesting of restricted stock units, rather than open-market buying or selling, and are part of standard equity compensation processes.

Were Sandra Niewiem’s Orion S.A. (OEC) transactions open-market sales or routine tax withholding?

Her Orion S.A. transactions were routine tax-withholding dispositions, not open-market sales. Shares were withheld by the issuer at $6.27 per share to satisfy tax obligations arising from vesting of restricted and performance-based stock units granted as compensation.

How many Orion S.A. (OEC) shares did Sandra Niewiem acquire through awards?

She acquired 5,952 Orion S.A. common shares at a price of $0.00 per share. This reflects the vesting and settlement of performance-based restricted stock units into common stock after specified performance goals were satisfied under the company’s equity compensation program.

What do the tax-withholding dispositions mean for Sandra Niewiem’s Orion S.A. (OEC) holdings?

Tax-withholding dispositions reduced her reported shares by 5,489, but these were withheld by Orion S.A. to cover taxes, not sold in the market. Following the grant and withholdings, her direct common share ownership position remained in place as updated in the filing.

What role does Sandra Niewiem hold at Orion S.A. (OEC) in this Form 4 filing?

Sandra Niewiem is identified as an officer of Orion S.A., serving as Senior Vice President, Global Specialties. The Form 4 records equity compensation-related share grants and tax-withholding events connected to her role, rather than discretionary market purchases or sales.