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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 30, 2025
ORION S.A.
(Exact name of registrant as specified in its
charter)
| Grand Duchy of Luxembourg |
|
001-36563 |
|
00-0000000 |
|
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1700 City Plaza Drive, Suite 300
Spring, Texas 77389
(Address of principal executive offices,
including zip code) |
(281) 318-2959
(Registrant’s telephone number, including
area code)
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) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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 |
|
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 30, 2025, Orion S.A. (the “Company”)
announced that Jeff Glajch, the Company’s Chief Financial Officer, notified the Company of his intention to retire, effective early
in the fourth quarter of 2025. Mr. Glajch’s decision to retire is not the result of any disagreement with the Company on any matter
relating to its operations, policies or practices.
The Company’s press release announcing Mr. Glajch’s retirement is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Orion S.A., dated July 30, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data 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, hereunto duly authorized.
| |
ORION S.A. |
|
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By: |
/s/ Corning Painter |
|
| |
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Name: |
Corning Painter |
|
| |
|
Title: |
Chief Executive Officer |
|
July 30, 2025
