Orion S.A. Schedule 13G discloses shared beneficial ownership stakes held by Divisar-affiliated entities and an individual. Divisar Partners QP, L.P. reports 2,841,473 shares (representing 5.0% of the class). Divisar Capital Management LLC and Steven Baughman each report 3,087,263 shares (representing 5.5% of the class) based on 56,273,701 shares outstanding as of February 12, 2026.
The filing states the Funds and reporting persons may be deemed beneficial owners due to advisory/control relationships but expressly disclaim beneficial ownership under Rule 13d-4. Shared voting and dispositive power figures are reported; sole voting and dispositive power are zero.
Positive
None.
Negative
None.
Insights
13G shows institutional stake and advisory control with a formal disclaimer.
The filing lists 3,087,263 shares for Divisar Capital Management LLC and Steven Baughman, and 2,841,473 shares for Divisar Partners QP, L.P., with shared voting and dispositive power reported.
This schedule follows Rule 13d-4 mechanics: the entities disclose potential deemed ownership while asserting disclaimers. Subsequent filings would clarify any change in status or intent.
Disclosure aligns with adviser reporting norms and cites Form 10-K share count.
The percentage calculations use the issuer's 56,273,701 share base as of February 12, 2026, per the cited Form 10-K. The report shows 0 sole voting/dispositive powers and nonzero shared powers.
Filing preserves the Rule 13d-4 disclaimer language; any transition to active acquisition intent would require amendment to this schedule.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Orion S.A.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
L72967109
(CUSIP Number)
02/19/2026
(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
Divisar Partners QP, L.P.
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
0.00
6
Shared Voting Power
2,841,473.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,841,473.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,841,473.00
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)
5.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Divisar Partners QP, L.P. expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Divisar Partners QP, L.P. is the beneficial owner of any of the securities reported herein.
SCHEDULE 13G
CUSIP No.
L72967109
1
Names of Reporting Persons
Divisar Capital 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
0.00
6
Shared Voting Power
3,087,263.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,087,263.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,087,263.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
IA, OO, HC
SCHEDULE 13G
CUSIP No.
L72967109
1
Names of Reporting Persons
Steven Baughman
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,087,263.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,087,263.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,087,263.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
IN, HC
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, SPRING, TEXAS, 77389.
Item 2.
(a)
Name of person filing:
This statement is filed by the entities and persons listed below, who are collectively referred herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
(i) Divisar Partners QP, L.P.
(ii) Divisar Capital Management LLC
(iii) Steven Baughman
(b)
Address or principal business office or, if none, residence:
(i) Divisar Partners QP, L.P.
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(ii) Divisar Capital Management LLC
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(iii) Steven Baughman
c/o Divisar Capital Management, LLC
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(c)
Citizenship:
(i) Divisar Partners QP, L.P. - DE
(ii) Divisar Capital Management LLC - DE
(iii) Steven Baughman - USA
(d)
Title of class of securities:
Common Stock, no par value
(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:
Divisar Capital Management LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Divisar Capital Management LLC, which serves as the general partner and investment manager to each of Divisar Partners QP, L.P. and Divisar Partners, L.P., (collectively the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Steven Baughman, as CEO of Divisar Capital Management LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that either of the Funds are the beneficial owner of any of the securities reported herein.
Divisar Partners QP, L.P
Amount beneficially owned: 2,841,473
Divisar Capital Management LLC
Amount beneficially owned: 3,087,263
Steven Baughman
Amount beneficially owned: 3,087,263
(b)
Percent of class:
Based on 56,273,701 shares of Common Stock as of February 12, 2026 as represented by the Issuer in Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 17, 2026.
Divisar Partners QP, L.P
Percent of Class: 5.0%
Divisar Capital Management LLC
Percent of Class: 5.5%
Steven Baughman
Percent of Class: 5.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Divisar Partners QP, L.P
Sole power to vote or to direct the vote: 0
Divisar Capital Management LLC
Sole power to vote or to direct the vote: 0
Steven Baughman
Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
Divisar Partners QP, L.P
Shared power to vote or to direct the vote: 2,841,473
Divisar Capital Management LLC
Shared power to vote or to direct the vote: 3,087,263
Steven Baughman
Shared power to vote or to direct the vote: 3,087,263
(iii) Sole power to dispose or to direct the disposition of:
Divisar Partners QP, L.P
Sole power to dispose or to direct the disposition of: 0
Divisar Capital Management LLC
Sole power to dispose or to direct the disposition of: 0
Steven Baughman
Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
Divisar Partners QP, L.P
Shared power to dispose or to direct the disposition of: 2,841,473
Divisar Capital Management LLC
Shared power to dispose or to direct the disposition of: 3,087,263
Steven Baughman
Shared power to dispose or to direct the disposition of: 3,087,263
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Note Above.
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 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.
Divisar Partners QP, L.P.
Signature:
/s/ Steven Baughman
Name/Title:
CEO, Divisar Capital Management, LLC, its General Partner
What stake does Divisar Partners QP, L.P. hold in Orion S.A. (OEC)?
Divisar Partners QP, L.P. holds 2,841,473 shares, equal to 5.0% of the class. This percentage is based on 56,273,701 shares outstanding as of February 12, 2026, per the filing.
How many shares do Divisar Capital Management LLC and Steven Baughman report?
Both report beneficial ownership of 3,087,263 shares, each representing 5.5% of the class. The figures use the issuer's 56,273,701 share count as of February 12, 2026.
Do the reporting persons have sole voting or dispositive power over these shares?
No; the filing states 0 shares of sole voting power and 0 shares of sole dispositive power for each reporting person. Shared voting and dispositive powers are reported instead.
What does the Rule 13d-4 disclaimer in the filing mean?
The filing states the Funds and reporting persons may be deemed to hold shares due to advisory relationships but expressly disclaim beneficial ownership under Rule 13d-4, preserving that the filing is not an admission of ownership.
What share count did the filing use to compute percentages for OEC ownership?
Percentages are calculated using 56,273,701 shares of Common Stock as of February 12, 2026, cited from the issuer's Form 10-K filed on February 17, 2026.
