[SCHEDULE 13G/A] Orion S.A. SEC Filing

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (symbol C), is offering Callable Contingent Coupon Equity-Linked Securities maturing on 24 Jun 2027. The notes are linked to the worst-performing of three U.S. equity indices—the Nasdaq-100 Technology Sector Index, Russell 2000 Index and S&P 500 Index—and give investors:

• Contingent coupons: at least 0.6667% per month (~8.00% p.a.) payable only if, on the relevant valuation date, the worst-performing index closes ≥ 70 % of its initial level (the “coupon barrier”).
• Callable feature: the issuer may redeem the notes monthly from Oct 2025 onward at $1,000 plus any accrued coupon, limiting upside duration.
• Principal at risk: at maturity investors receive $1,000 only if the worst-performing index is ≥ 60 % of its initial level (the “final barrier”). Otherwise, repayment is reduced dollar-for-dollar with index loss, potentially to $0.
• Issue price / fees: $1,000 face; estimated value on pricing date ≈ $919; underwriting fee up to $17.25 (1.725%).
• Liquidity & listing: no exchange listing; any secondary market will be made solely at Citigroup’s discretion.

Key risks highlighted include loss of principal below the 60 % barrier, missed coupons when the worst index is < 70 %, issuer call risk, multiple-underlying “worst-of” exposure, credit risk of Citigroup, limited liquidity and uncertain tax treatment (possible 30 % withholding for non-U.S. holders).

The product targets yield-seeking investors who can tolerate equity downside, complex payoff mechanics and issuer credit exposure in exchange for a conditional high coupon.

Positive

• Contingent coupon rate of ~8% per annum—higher than conventional Citi senior notes of similar tenor.
• Principal is fully repaid at maturity if the worst-performing index remains ≥ 60 % of its initial level.
• Citigroup Inc. guarantee provides senior unsecured claim on a large, investment-grade banking entity.

Negative

• Up to 100% capital loss if worst index falls >40 % at final valuation.
• No coupons are paid if the worst index closes < 70 % on any valuation date, reducing effective yield.
• Issuer call option can terminate the note early, creating reinvestment risk and capping upside.
• Estimated value ($919) is ~8% below issue price, reflecting fees and hedging costs.
• Illiquidity: no exchange listing; secondary bids solely at Citi’s discretion.
• Complex U.S. tax treatment remains uncertain; 30 % withholding possible for non-U.S. holders.

Insights

Structured Products Analyst

TL;DR: High 8% conditional yield versus steep downside; callable structure limits upside; credit and liquidity risks remain.

The securities embed three options: (1) a short down-and-in put struck at 60 % on the worst-of three indices; (2) a series of short barrier options at 70 % governing coupon accrual; and (3) an issuer call. Together they finance the headline 8 % coupon and give Citigroup flexibility to redeem once hedging costs fall. Investors effectively provide tail risk protection to the bank while receiving contingent income that disappears precisely when market stress elevates. The estimated value discount (≈8.1 %) plus 1.7 % fee underscores negative carry. Without active secondary markets, mark-to-market could be far below issue price. For sophisticated yield investors only.

Portfolio Manager

TL;DR: Attractive headline yield offset by worst-of exposure; not impactful for Citigroup equity but material idiosyncratic risk for buyers.

From a portfolio-allocation lens, the note behaves like high-yield credit with embedded equity downside. Correlation among the three large U.S. indices is historically high, so barrier breaches may cluster under broad drawdowns, exactly when diversification is most needed. Issuer call is likely if indices rally early, capping IRR. Given the 24-month call window, expected life is nearer 1.5-2 yrs, reducing effective yield. The product does not alter Citi’s fundamentals; impact for C shareholders is immaterial. For investors, risk-adjusted return skews negative unless one has a strong view that none of the indices will fall >30 % (for coupons) or >40 % (for principal) over two years.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Orion S.A.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

L72967109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. L72967109

1

Names of Reporting Persons

PZENA INVESTMENT MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,015,782.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,577,197.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,577,197.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.1 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Orion S.A.
(b)	Address of issuer's principal executive offices: 1700 CITY PLAZA DRIVE, SUITE 300, 1700 CITY PLAZA DRIVE, SUITE 300, SPRING, TEXAS, 77389.
Item 2.
(a)	Name of person filing: Pzena Investment Management, LLC
(b)	Address or principal business office or, if none, residence: 320 Park Avenue, 8th floor New York, NY 10022
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: L72967109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4,577,197
(b)	Percent of class: 8.1%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4,015,782
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 4,577,197
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. CLIENTS OF THE FILING INVESTMENT MANAGER HAVE THE RIGHT TO RECEIVE AND THE ULTIMATE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE PROCEEDS OF SALE OF THE SECURITIES REPORTED ON HEREINABOVE. NO INTEREST OF ANY ONE OF SUCH CLIENTS RELATES TO MORE THAN FIVE PERCENT OF THE CLASS.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PZENA INVESTMENT MANAGEMENT LLC

Signature:	s/Steven Coffey
Name/Title:	Chief Legal Risk Officer & Chief Compliance Officer
Date:	07/11/2025

FAQ

What indices back Citigroup’s (C) contingent coupon notes?

The notes reference the Nasdaq-100 Technology Sector Index, Russell 2000 Index and S&P 500 Index; payoff is based on the worst-performing of the three.

How is the 8% annual coupon on the Citigroup (C) notes triggered?

A monthly coupon of at least 0.6667% is paid only if, on the prior valuation date, the worst index closes ≥ 70 % of its initial level.

Can Citigroup redeem these equity-linked securities early?

Yes. Citi may call the notes in whole on any coupon date from Oct 2025 onward, paying $1,000 plus the due coupon.

What happens at maturity if the worst index is below 60% of its start level?

Investors receive $1,000 plus $1,000 × index return; a 50 % decline yields a $500 payment, while a ≥40 % decline can wipe out principal.

Are the Citigroup notes listed on an exchange or tradable daily?

No. The securities will not be listed; any secondary trading depends on Citigroup Global Markets making a market.

What fees are embedded in the Citigroup (C) 424B2 offering?

CGMI earns up to $17.25 per $1,000 note (1.725%). The estimated value is ~$919, ~8% below the issue price.