Orion S.A.·4

Feb 23, 9:01 PM ET

Painter Corning F. 4

4 · Orion S.A. · Filed Feb 23, 2026

Research Summary

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Orion (OEC) CEO Painter Corning Receives 83,515-Share Award

What Happened Painter Corning, CEO of Orion S.A. (OEC), had 83,515 performance-based restricted stock units (RSUs vest and settle) on Feb 19, 2026 (grant/acquisition, code A). To satisfy tax withholding, the issuer withheld/disposed a total of 55,696 shares in two withholdings (23,789 and 31,907 shares) at $6.27 per share, generating proceeds shown as $149,157 and $200,057 (total ~$349,214). The RSUs were awarded at $0.00 cost; after withholding the CEO received a net ~27,819 shares (approximate net value ~$174,425 at $6.27).

Key Details

  • Transaction date: Feb 19, 2026. Report filed Feb 23, 2026 (filed within the 2 business‑day Form 4 window for a Feb 19 transaction).
  • Vesting/award: 83,515 performance-based RSUs settled into shares (code A, $0.00 acquisition price).
  • Tax withholding/disposals: 23,789 shares withheld ($149,157) and 31,907 shares withheld ($200,057) at $6.27 per share (codes F).
  • Net shares delivered to insider: ~27,819 shares remaining after withholding (83,515 − 55,696).
  • Shares owned after transaction: not reported in the supplied excerpt.
  • Footnotes: F1/F3 = shares withheld by issuer for tax withholding on RSU vesting; F2 = vesting/settlement of performance-based RSUs after performance criteria were met.
  • Transaction type: award/settlement with tax withholding (not an open‑market sale or purchase).

Context This was a settlement of performance-based RSUs, not a market buy or discretionary sale. The withheld shares reflect normal tax withholding (a common cashless method) rather than an independent decision to sell shares into the market. Purchases/market sales tend to be more informative about insider sentiment than routine vesting and withholding.

Insider Transaction Report

Form 4
Period: 2026-02-19
Painter Corning F.
DirectorChief Executive Officer
Transactions
  • Tax Payment

    Common Shares, no par value

    [F1]
    2026-02-19$6.27/sh23,789$149,1571,060,586 total
  • Award

    Common Shares, no par value

    [F2]
    2026-02-19+83,5151,114,101 total
  • Tax Payment

    Common Shares, no par value

    [F3]
    2026-02-19$6.27/sh31,907$200,0571,082,194 total
Footnotes (3)
  • [F1]Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of restricted stock units.
  • [F2]Represents the vesting and settlement of performance-based restricted stock units in shares of common stock following the satisfaction of certain performance criteria.
  • [F3]Shares withheld by the Issuer to satisfy tax withholding requirements on vesting of performance-based restricted stock units.
Signature
/s/ Corning F. Painter|2026-02-23

Documents

1 file
  • 4
    es260742779_4-painter.xmlPrimary

    OWNERSHIP DOCUMENT