ESI insider files Form 144 to sell 77,674 shares valued at $2.08M

Rhea-AI Filing Summary

Element Solutions Inc (ESI) filed a Form 144 notifying a proposed sale of 77,674 common shares to be executed through Charles Schwab & Co., Inc. on 09/18/2025. The filing lists an aggregate market value of $2,079,931.00 and reports 241,616,672 shares outstanding. The shares were acquired on 09/18/2025 via an employee stock option exercise and the transaction notes a broker payment for a cashless exercise. No securities were reported sold by the person in the prior three months. The filer affirms no undisclosed material adverse information.

Positive

• Compliance filing: Form 144 filed to disclose the proposed sale, meeting Rule 144 requirements
• Transaction transparency: Details provided on shares, acquisition method, broker, date, and aggregate value
• Immaterial size: 77,674 shares represent approximately 0.032% of 241,616,672 outstanding shares, indicating limited capital-structure impact

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider exercised options and plans a cashless sale of 77,674 shares valued at ~$2.08M; transaction appears routine and compliant.

The filing documents a contemporaneous exercise and proposed sale executed through a broker with proceeds offset by a cashless exercise. The position represents approximately 0.032% of outstanding shares (77,674 of 241,616,672), which is immaterial to capital structure. Absence of prior sales in the past three months and the broker-handled cashless mechanism are consistent with routine employee liquidity. No additional operational or financial disclosures are provided in this notice.

Corporate Governance Expert

TL;DR: Form 144 is a standard compliance filing; it documents insider sale mechanics but contains no governance concerns.

The notice fulfills Rule 144 disclosure for a proposed sale and includes the required representation about material nonpublic information. The use of a broker for a cashless exercise reduces need for separate funding and is typical for option holders. The filing does not identify the filer by CIK/CCC in the provided text, but it otherwise supplies the essential transaction details. No material governance or disclosure red flags are evident within this submission.

FAQ

What did Element Solutions (ESI) disclose in the Form 144?

The filing discloses a proposed sale of 77,674 common shares via Charles Schwab on 09/18/2025 with an aggregate market value of $2,079,931.00.

How were the shares acquired that are being sold?

The shares were acquired on 09/18/2025 through an employee stock option exercise and the sale is to be processed as a broker payment for a cashless exercise.

Does the filing show any sales of ESI securities by the person in the past three months?

No. The Form 144 states "Nothing to Report" for securities sold during the past three months.

What is the number of ESI shares outstanding reported in the filing?

The filing reports 241,616,672 shares outstanding.

Is there any statement about material nonpublic information in the Form 144?

Yes. The filer represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.

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

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Accepted by SEC EDGAR 09/18/2025 - 04:03 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001390463
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Element Solutions Inc
SEC File Number	001-36272
Address of Issuer	500 S POINTE DRIVE SUITE 200 MIAMI BEACH FLORIDA 33139
Phone	561-207-9600
Name of Person for Whose Account the Securities are To Be Sold	Capps John Edward
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Charles Schwab & Co., Inc. 3000 Schwab Way Westlake TX 76262	77674	2079931.00	241616672	09/18/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/18/2025	Employee Stock Option Exercise	Element Solutions Inc.			77674	09/18/2025	Broker Payment for Cashless Exercise

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	09/18/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	John Edward Capps
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)