Element Solutions (NYSE: ESI) counsel details equity awards and holdings

Rhea-AI Filing Summary

Element Solutions Inc officer Caroline S. Lind, General Counsel and Secretary, reports her beneficial holdings in a Form 3 filing. She indirectly holds 12,134 shares of common stock jointly with her spouse. She also holds performance stock units covering 11,863, 12,916, and 5,960 underlying common shares, which can pay out up to stated maximums based on adjusted EBITDA, earnings per share, cash return on investment, and relative total shareholder return through performance periods ending in 2026, 2027, and 2028. In addition, she holds restricted stock units over 5,931, 4,304, and 993 shares that vest in annual one‑third installments beginning on February 10, 2027 and from grants made in 2024 and 2025.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lind Caroline S.

(Last) (First) (Middle)

C/O ELEMENT SOLUTIONS INC

500 S POINTE DRIVE, SUITE 200

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/10/2026

3. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	12,134	I	Held jointly with spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(1)	(1)	Common Stock	11,863	$0(1)	D
Performance Stock Units	(2)	(2)	Common Stock	12,916	$0(2)	D
Performance Stock Units	(3)	(3)	Common Stock	5,960	$0(3)	D
Restricted Stock Units	(4)	(4)	Common Stock	5,931	$0(4)	D
Restricted Stock Units	(5)	(5)	Common Stock	4,304	$0(5)	D
Restricted Stock Units	(6)	(6)	Common Stock	993	$0(6)	D

Explanation of Responses:

1. Each performance restricted stock unit ("PRSU") represents a contingent right to receive up to three shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending on December 31, 2028 and a relative total shareholder return (TSR) modifier based on the Issuer's TSR in comparison to its peer group for that same period. The number of shares will range from zero to 35,589 shares.

2. Each PRSU represents a contingent right to receive up to three shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending on December 31, 2027 and a relative total shareholder return (TSR) modifier based on the Issuer's TSR in comparison to its peer group for that same period. The number of shares will range from zero to 38,748 shares.

3. Each PRSU represents a contingent right to receive up to 2 shares, subject to the achievement of certain adjusted EBITDA compound annual growth and cash return on investment (CRI) goals for the performance period ending December 31, 2026. The number of shares will range from zero to 11,920 shares.

4. These restricted stock units ("RSUs") will vest annually on February 10th in 1/3 increments commencing February 10, 2027. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

5. These RSUs vest annually in 1/3 increments since their grant in 2025.

6. These RSUs vest annually in 1/3 increments since their grant in 2024.

Remarks:

	/s/ Caroline S. Lind	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the Element Solutions Inc (ESI) Form 3 for Caroline S. Lind show?

The Form 3 shows that Caroline S. Lind, General Counsel and Secretary, beneficially owns common stock and several equity awards. It details jointly held common shares plus performance stock units and restricted stock units with defined performance and time-based vesting conditions.

How many Element Solutions Inc (ESI) common shares does Caroline S. Lind report owning?

Caroline S. Lind reports indirect ownership of 12,134 Element Solutions Inc common shares held jointly with her spouse. This reflects beneficial ownership, meaning she shares economic interest in these shares rather than holding them solely in her own name.

What performance stock units does Caroline S. Lind hold in Element Solutions Inc (ESI)?

She holds performance stock units tied to 11,863, 12,916, and 5,960 underlying ESI common shares. Each grant can deliver up to a maximum number of shares based on multi‑year adjusted EBITDA, earnings, CRI metrics, and relative total shareholder return performance tests.

What are the performance periods for Caroline S. Lind’s ESI PRSU awards?

Her performance restricted stock units have performance periods ending December 31, 2026, 2027, and 2028. Payouts depend on achieving adjusted EBITDA, earnings per share, and cash return on investment goals, plus a total shareholder return modifier versus a defined peer group.

How do Caroline S. Lind’s restricted stock units in Element Solutions Inc (ESI) vest?

Her restricted stock units over 5,931 shares vest annually in one‑third increments starting February 10, 2027. Additional RSU grants over 4,304 and 993 shares also vest in annual one‑third installments from their original grant years of 2025 and 2024, respectively.

Does the Form 3 for Element Solutions Inc (ESI) indicate any recent stock purchases or sales by Caroline S. Lind?

The Form 3 functions as an initial statement of beneficial ownership and lists holdings in common stock, performance stock units, and restricted stock units. It describes positions and vesting conditions rather than explicitly reporting new stock purchases or sales transactions.