Element Solutions holders drop below 5% stake

Element Solutions Inc’s large shareholders have filed an exit amendment to their Schedule 13D after falling below the 5% ownership threshold.

Rhea-AI Filing Summary

Element Solutions Inc’s large shareholders have filed an exit amendment to their Schedule 13D after falling below the 5% ownership threshold. As of the latest update, Sir Martin E. Franklin is reported to beneficially own 11,282,983 shares of common stock, representing about 4.6% of outstanding shares.

The change is driven mainly by the March 23, 2026 termination of a proxy agreement that had allowed Franklin to vote shares held by Tasburgh, LLC. With that agreement ended, those Tasburgh shares are no longer counted as beneficially owned by Franklin, and the group no longer qualifies as owning more than five percent of Element Solutions’ common stock.

Insights

Equity Ownership & Governance Analyst

Key shareholders exit 5%+ status via proxy termination, modest governance shift.

The filing shows a group led by Sir Martin E. Franklin now beneficially owns 11,282,983 Element Solutions Inc common shares, or about 4.6% of the company, based on 243,578,414 shares outstanding as of February 12, 2026.

This follows the March 23, 2026 termination of a proxy agreement that had allowed Franklin to vote Tasburgh, LLC’s shares. Once that agreement ended, those Tasburgh shares no longer counted toward Franklin’s beneficial ownership, causing the group to fall below the five percent reporting threshold.

The amendment is characterized as an exit filing, meaning these reporting persons will no longer be treated as more-than-5% holders under Schedule 13D. Future company disclosures would show any further ownership changes through other required reporting channels if thresholds are crossed again.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the new Schedule 13D/A mean for Element Solutions Inc (APG)?

The amendment shows a shareholder group led by Sir Martin E. Franklin now holds about 4.6% of Element Solutions’ common stock. Falling below five percent converts the filing into an exit filing and ends their status as a more-than-5% beneficial owner group.

How many Element Solutions Inc shares does Martin E. Franklin currently beneficially own?

As of this amendment, Sir Martin E. Franklin is reported to beneficially own 11,282,983 Element Solutions Inc common shares. This represents approximately 4.6% of the 243,578,414 outstanding shares reported in the company’s Form 10-K dated February 18, 2026.

Why did the reporting group fall below 5% ownership of Element Solutions Inc (APG)?

The group fell below five percent because a proxy agreement dated February 27, 2020 was terminated on March 23, 2026. That agreement had given Franklin voting power over Tasburgh, LLC’s shares, which are no longer counted as beneficially owned after termination.

What is the significance of this filing being called an exit filing?

Calling it an exit filing means the reporting persons no longer beneficially own more than five percent of Element Solutions’ common stock. Once below that threshold, they are no longer required to continue Schedule 13D reporting as a more-than-5% holder group.

How much of Element Solutions Inc does MEF Holdings and related entities own?

MEF Holdings is reported to have shared voting and dispositive power over 7,699,912 Element Solutions shares, about 3.2% of the company. MEF Holdings II controls 1,784,500 shares (0.7%), while the Martin E. Franklin Revocable Trust has 8,603,806 shares (3.5%).

What Element Solutions Inc ownership is attributed to Ian G.H. Ashken and related entities?

Ian G.H. Ashken may be deemed to beneficially own 1,674,285 Element Solutions common shares, or roughly 0.7% of outstanding stock. These shares are held through the Nancy and Ian Ashken Investment Trust LLLP, Tasburgh, LLC, and a second family trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/23/2026 - 05:36 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Element Solutions Inc

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

28618M106

(CUSIP Number)

Sir Martin E. Franklin
c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240
Miami Beach, FL, 33139
(786) 482-6333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 28618M106

1

Name of reporting person

Martin E. Franklin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,282,983.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,282,983.00

11

Aggregate amount beneficially owned by each reporting person

11,282,983.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 28618M106

1

Name of reporting person

Martin E. Franklin Revocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,603,806.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,603,806.00

11

Aggregate amount beneficially owned by each reporting person

8,603,806.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 28618M106

1

Name of reporting person

MEF Holdings, LLLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,699,912.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,699,912.00

11

Aggregate amount beneficially owned by each reporting person

7,699,912.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 28618M106

1

Name of reporting person

MEF Holdings II, LLLP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,784,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,784,500.00

11

Aggregate amount beneficially owned by each reporting person

1,784,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 28618M106

1

Name of reporting person

Ian G.H. Ashken

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,674,285.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,674,285.00

11

Aggregate amount beneficially owned by each reporting person

1,674,285.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 28618M106

1

Name of reporting person

Tasburgh, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CONNECTICUT

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,353,995.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,353,995.00

11

Aggregate amount beneficially owned by each reporting person

1,353,995.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 28618M106

1

Name of reporting person

Nancy and Ian Ashken Investment Trust LLLP (f/k/a IGHA Holdings, LLLP)

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 306,880.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 306,880.00

11

Aggregate amount beneficially owned by each reporting person

306,880.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Element Solutions Inc
(c)	Address of Issuer's Principal Executive Offices: 500 South Pointe Drive, Suite 200, Miami Beach, FLORIDA , 33139.
Item 1 Comment: This Amendment No. 12 (this "Amendment") amends the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on January 27, 2014 (as amended by Amendment No. 1 filed on March 14, 2014, Amendment No. 2 filed on October 7, 2014, Amendment No. 3 filed on January 2, 2015, Amendment No. 4 filed on March 20, 2015, Amendment No. 5 filed on September 16, 2016, Amendment No. 6 filed on December 19, 2017, Amendment No. 7 filed on May 3, 2018, Amendment No. 8 filed on November 21, 2018, Amendment No. 9 filed on November 8, 2019, Amendment No. 10 filed on February 28, 2020 and Amendment No. 11 filed on June 30, 2020 the "Statement"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Element Solutions Inc, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 500 South Pointe Drive, Suite 200, Miami Beach, Florida. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. This Amendment also constitutes an "exit filing" for the Reporting Persons (as defined below).
Item 4.	Purpose of Transaction
	Item 4 of the Statement is hereby amended by the addition of the following: On March 23, 2026, the Proxy Agreement dated February 27, 2020 was terminated, effective immediately (the "Termination"). Pursuant to the Proxy Agreement, Franklin had the power to vote the Tasburgh shares of Common Stock during the proxy term. As a result of the termination of the Proxy Agreement, Franklin no longer has beneficial ownership of the shares of Common Stock owned by Tasburgh. In 2022, the Proxy Agreement given by Powder Horn Hill Partners II, LLC terminated by its terms, and as such, the Lillie Reporting Persons ceased to be Reporting Persons.
Item 5.	Interest in Securities of the Issuer
(a)	Paragraphs (a) of Item 5 of the Statement are hereby amended and restated in their entirety as follows: As of the date hereof, Franklin beneficially owns and has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 11,282,983 shares of Common Stock controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons. Each of the Franklin Trust, MEF Holdings and MEF Holdings II has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 8,603,806, 7,699,912 and 1,784,500 shares of Common Stock, respectively. The shares beneficially owned by Franklin consist of (i) 1,784,500 shares held directly by MEF Holdings II, (ii) 2,848,971 shares of Common Stock held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 569,794 of which are held directly by the Franklin Trust), (iii) 5,915,412 shares of Common Stock held directly by MEF Holdings, (iv) 400,000 shares of Common Stock held directly by the Sir Martin E. Franklin Family Trust, and (v) 334,100 shares of Common Stock held directly by the Franklin Trust. In the aggregate, such 11,282,983, 8,603,806, 7,699,912 and 1,784,500 shares of Common Stock represent approximately 4.6%, 3.5%, 3.2% and 0.7%, respectively, of all outstanding shares of Common Stock (calculated based on 243,578,414 shares of Common Stock outstanding on February 12, 2026 (as reported in the Issuer's Annual Report on Form 10-K filed on February 18, 2026)). As of the date hereof, Ashken may be deemed to beneficially own and has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 1,674,285 shares of Common Stock. The shares beneficially owned by Ashken consist of (i) 306,880 shares of Common Stock held directly by the Nancy and Ian Ashken Investment Trust LLLP (ii) 1,353,995 shares of Common Stock held directly by Tasburgh and (iii) 13,410 shares of Common Stock held directly by a second family trust. In the aggregate, such 1,674,285 shares of Common Stock represent approximately 0.7% of all outstanding shares of Common Stock.
(b)	See Item 5(a).
(c)	Paragraph (c) of Item 5 of the Statement is hereby amended by adding the following: Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days.
(e)	Paragraph (e) of Item 5 of the Statement is hereby amended and restated in its entirety as follows: As of the date hereof, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's Common Stock outstanding. The filing of this Amendment constitutes an exit filing for the Reporting Persons.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information regarding the Termination under Item 4 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Joint Filing Agreement among the Reporting Persons, dated March 23, 2026. Exhibit B - Notice of Termination, dated March 23, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Martin E. Franklin

Signature:	/s/ Martin E. Franklin
Name/Title:	Sir Martin E. Franklin
Date:	03/23/2026

Martin E. Franklin Revocable Trust

Signature:	/s/ Martin E. Franklin
Name/Title:	Martin E. Franklin, as settlor and trustee of the Martin E. Franklin Revocable Trust
Date:	03/23/2026

MEF Holdings, LLLP

Signature:	MEF Holdings, LLC
Name/Title:	MEF Holdings, LLC / General Partner
Date:	03/23/2026

Signature:	Mariposa Capital, LLC
Name/Title:	Mariposa Capital, LLC / Manager
Date:	03/23/2026

Signature:	/s/ Desiree DeStefano
Name/Title:	Desiree DeStefano / Chief Financial Officer
Date:	03/23/2026

MEF Holdings II, LLLP

Signature:	MEF Holdings, LLC
Name/Title:	MEF Holdings, LLC / General Partner
Date:	03/23/2026

Signature:	Mariposa Capital, LLC
Name/Title:	Mariposa Capital, LLC / Manager
Date:	03/23/2026

Signature:	/s/ Desiree DeStefano
Name/Title:	Desiree DeStefano / Chief Financial Officer
Date:	03/23/2026

Ian G.H. Ashken

Signature:	/s/ Ian G.H. Ashken
Name/Title:	Ian G.H. Ashken
Date:	03/23/2026

Tasburgh, LLC

Signature:	/s/ Ian G.H. Ashken
Name/Title:	Ian G.H. Ashken / Managing Member
Date:	03/23/2026

Nancy and Ian Ashken Investment Trust LLLP (f/k/a IGHA Holdings, LLLP)

Signature:	/s/ Nancy and Ian Ashken Investment Trust LLC
Name/Title:	Nancy and Ian Ashken Investments LLC / General Partner
Date:	03/23/2026

Signature:	/s/ Ian G.H. Ashken
Name/Title:	Ian G.H. Ashken / Managing Member
Date:	03/23/2026