UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES AND~~Washington, ~~EXCHANGE~~D.C. ~~COMMISSION~~20549

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Securities Exchange~~Date ~~Act~~of Report (Date of ~~1934~~earliest event reported:) May 6, 2026

~~Date of Report (Date of earliest event reported): April 23, 2026~~_____________________________________________________________________________________

ORION S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

001-36563

98-1007234

(State or other jurisdiction of incorporation or organization)

(Commission file number)

(I.R.S. Employer Identification No.)

1700 City Plaza Drive, Suite 300

Spring,

Texas

77389

(Address of Principal Executive Offices)

(Zip Code)

Grand Duchy of Luxembourg		001-36563		00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(281) 318-2959

~~1700~~Registrant's ~~City~~telephone ~~Plaza Drive~~number, ~~Suite~~including ~~300~~area ~~Spring, Texas (Address of principal executive offices) 77389 (Zip Code)~~code

~~Registrant’s telephone number, including area code: (281) 318-2959~~__________________________________________N/A_________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered Common Shares, no par value OEC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0102 ~~Other~~Results ~~Events~~of Operations and Financial Conditions.

On ~~April~~ 23May 6, 2026, Orion S.A. issued a press release announcing ~~the~~its ~~declaration~~first ~~of an interim dividend to be paid in the third~~ quarter of 2026 earnings, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein. The press release includes the dial-in information for the earnings call to take place on May 7, 2026.

The information in this Item 92.0102, ~~Financial~~including ~~Statements~~Exhibit 99.1 attached hereto, is being furnished and ~~Exhibits~~shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

~~(d)~~ Item 9.01 Financial Statements and Exhibits.

Exhibit No.	~~Description~~	Description
99.1	~~Press Release of Orion S.A. dated April 23, 2026~~	Press release of Orion S.A., dated May 6, 2026
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

Orion S.A. By: /s/ Jon Puckett Name: Jon Puckett Title: Chief Financial Officer


		ORION S.A.

May 6, 2026	By	/s/ Jonathan A. Puckett
		Name: Jonathan A. Puckett
		Title: Chief Financial Officer

Date: April 23, 2026

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