OEC Orion S.A. - 8-K

Item 5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure
of Director

As
disclosed in the preliminary proxy statement for the 2026 annual general meeting of shareholders (the “Annual Meeting”) of
Orion S.A. (the “Company”) filed with the SEC on April 10, 2026, Mr. Michel Wurth announced on April 6, 2026 his decision
to not stand for re-election to the Board of Directors at the Annual Meeting due to increased responsibilities with other endeavours.
Mr. Michel Wurth’s decision not to seek re-election to
the Board of Directors was not the result of any disagreement with the Company or the Board of Directors.