Niewiem Sandra 4

What Happened
Sandra Niewiem, Senior Vice President, Global Specialties at Orion S.A. (OEC), received 5,952 performance-based restricted stock units (RSUs) that settled into common shares on Feb 19, 2026 (grant/acquisition code A). To satisfy tax withholding requirements, the issuer withheld a total of 5,489 shares in two withholding transactions (codes F) valued at $6.27 per share: 2,662 shares for $16,691 and 2,827 shares for $17,725 (combined ~$34,416). The RSU vesting is described as performance-based and settled in shares.

Key Details

• Transaction date: Feb 19, 2026; Form 4 filed Feb 23, 2026 (covers the Feb 19 transactions).
• Award/acquisition: 5,952 shares (performance-based RSUs settled) — $0 per share reported for the award.
• Withheld shares (to satisfy tax withholding): 2,662 shares @ $6.27 = $16,691; 2,827 shares @ $6.27 = $17,725; total withheld = 5,489 shares (~$34,416).
• Footnotes: F2 = vesting/settlement of performance-based RSUs; F1 and F3 = shares withheld by issuer to satisfy tax withholding.
• Shares owned after the transactions: not disclosed on the Form 4.
• Timeliness: filing shows the Form 4 dated Feb 23 covering Feb 19 transactions; no late-filing flag noted on the filing.

Context

• The main economic event is the vesting/settlement of performance RSUs (an award), not an open-market purchase or an intentional sale by the insider. The "disposals" reported are routine share-withholdings by the company to cover tax obligations — a common cashless settlement mechanism that reduces the insider's net newly acquired shares.
• These transactions are generally administrative and do not necessarily signal a change in the insider’s market view.