Riveros Pedro 4

What Happened
Pedro Riveros, Senior Vice President – Global Rubber at Orion S.A. (OEC), had 6,988 performance-based restricted stock units (RSUs) vest and settle in shares on 2026-02-19 (reported on Form 4 filed 2026-02-23). To satisfy tax withholding on the vesting, the issuer withheld 2,721 shares and 2,982 shares at $6.27 per share, resulting in reported dispositions of $17,061 and $18,697 respectively (total withheld = 5,703 shares; total value withheld ≈ $35,758). The RSU settlement is recorded as an acquisition (award) while the withheld shares are recorded as dispositions for tax purposes (code F).

Key Details

• Transaction date: 2026-02-19; Form 4 filed 2026-02-23 (filing appears timely).
• Award (A): 6,988 performance-based RSUs settled into shares (reported at $0 acquisition price).
• Tax withholding (F): 2,721 shares @ $6.27 = $17,061; 2,982 shares @ $6.27 = $18,697; total withheld 5,703 shares (~$35,758).
• Shares owned after transaction: not specified in the filing.
• Footnotes: F1/F3 — shares withheld by the issuer to satisfy tax withholding; F2 — represents vesting/settlement of performance-based RSUs.
• No open-market sale or 10b5-1 plan is reported — the dispositions are tax withholdings, not discretionary sales.

Context
This was a compensation-related settlement of performance RSUs, not a voluntary market sale or purchase. Issuers commonly withhold shares to cover tax obligations on vesting (a “cashless” withholding), which reduces the net shares delivered to the insider. Such grant-and-withholding transactions are routine and reflect compensation vesting rather than a direct signal of the insider’s market view.