[8-K] Element Solutions Inc. Reports Material Event

Rhea-AI Filing Summary

Universal Insurance Holdings, Inc. (UVE) filed a Form 4 for director Marlene Gordon covering a single transaction on 28 Jul 2025.

• Security granted: 2,824 restricted common shares at $0 cost.
• Post-grant ownership: 25,061 UVE shares held directly.
• Vesting schedule: the restricted shares fully vest on 28 Jul 2026.

No derivative securities were involved, and the filing reports only one insider. Because the shares were awarded rather than purchased on the open market, the transaction mainly reflects compensation rather than incremental insider buying pressure. The size of the award is modest relative to UVE’s public float, but it modestly increases insider ownership and may modestly align the director’s incentives with shareholders.

Positive

• Increased insider ownership: Director now holds 25,061 shares, marginally strengthening management-shareholder alignment.

Negative

• No open-market purchase: Shares were granted at $0, so the filing does not signal personal capital commitment.

Insights

Corporate Governance Analyst

TL;DR: Modest director stock grant; aligns incentives but not a strong bullish signal.

The grant of 2,824 restricted shares to Director Marlene Gordon boosts her stake to roughly 25 k shares. Because the award is cost-free and vests over one year, it functions as routine equity compensation rather than a discretionary purchase. While insider ownership rises, the absolute dollar value is likely immaterial to UVE’s market cap, so market impact should be limited. Investors may view the vesting schedule as a standard retention mechanism. Overall governance profile unchanged.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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

________________________________________________________

Element Solutions Inc

________________________________________________________

(Exact name of registrant as specified in its charter)

Delaware

001-36272

37-1744899

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

500 East Broward Boulevard,

Suite 1860

33394

Fort Lauderdale,

Florida

(Zip Code)

(Address of principal executive offices)

Registrant's telephone number, including area code:   (561) 207-9600

Not Applicable

________________________________________________________

(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))

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 Stock, par value $0.01 per share			ESI			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 2.02. Results of Operations and Financial Condition.

On July 30, 2025, Element Solutions Inc ("Element Solutions") issued a press release announcing its financial results for the three and six months ended June 30, 2025. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), Element Solutions presents certain non-GAAP financial measures. Investors are encouraged to refer to the Non-GAAP Measures section in the press release for definitions and reconciliations of these non-GAAP measures.

The information in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing of Element Solutions, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished herewith:

Exhibit Number						Description
99.1						Press release, dated July 30, 2025, relating to the financial results of Element Solutions for the three and six months ended June 30, 2025 (furnished only)
104						Cover Page Interactive Data File (formatted as Inline XBRL)(furnished only)

SIGNATURE

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.

						ELEMENT SOLUTIONS INC
						(Registrant)
July 30, 2025						/s/ Michael Russnok
(Date)						Michael Russnok
						Chief Accounting Officer

FAQ

What did UVE report in the latest Form 4?

Director Marlene Gordon received 2,824 restricted shares of UVE common stock on 28 Jul 2025.

How many Universal Insurance (UVE) shares does the director now own?

After the grant, Gordon beneficially owns 25,061 shares directly.

When do the newly granted UVE shares vest?

The restricted shares vest in full on 28 Jul 2026.

Was the transaction an open-market buy or sale?

Neither; it was a restricted stock award at no cost.

Does the filing involve derivative securities?

No derivative securities were acquired or disposed of in this Form 4.