Element Solutions (NYSE: ESI) executive logs new PRSU and RSU grants

Rhea-AI Filing Summary

Element Solutions Inc executive Matthew Liebowitz, President, Specialties, reported equity compensation activity and related tax share disposals. On February 10, 2026, he acquired common stock through the settlement and conversion of performance stock units and restricted stock units.

He also received new grants of 37,745 performance stock units and 18,871 restricted stock units, each at an exercise price of $0. On February 11, 2026, he disposed of shares of common stock at $31.97 per share to cover tax withholdings tied to these vestings, and directly owned 141,164 common shares afterward.

Insights

Equity compensation analyst

Routine equity awards vested and new grants issued, with shares withheld for taxes.

Matthew Liebowitz, President, Specialties at Element Solutions Inc, reported several equity compensation events. Performance stock units and restricted stock units were settled into common shares, consistent with prior awards from 2023, 2024, and 2025 as described in the footnotes.

The filing shows new grants of 37,745 performance stock units and 18,871 restricted stock units at an exercise price of $0. Performance units can convert into up to three shares each, based on adjusted EBITDA, adjusted EPS, and relative TSR targets through December 31, 2028, so the eventual share outcome depends on meeting those goals.

Code F transactions on February 11, 2026 disposed of common shares at $31.97 per share to satisfy tax withholdings, not discretionary open-market selling. Overall, these transactions appear to be standard executive compensation and tax mechanics rather than a directional change in insider ownership.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liebowitz Matthew

(Last) (First) (Middle)

C/O ELEMENT SOLUTIONS INC

500 S POINTE DRIVE, SUITE 200

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Specialties

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/10/2026		M		27,166	A	(1)	144,559	D
Common Stock, par value $0.01 per share	02/11/2026		F		10,336(2)	D	$31.97	134,223	D
Common Stock, par value $0.01 per share	02/10/2026		M		3,353	A	(3)	137,576	D
Common Stock, par value $0.01 per share	02/11/2026		F		1,427(4)	D	$31.97	136,149	D
Common Stock, par value $0.01 per share	02/10/2026		M		4,222	A	(5)	140,371	D
Common Stock, par value $0.01 per share	02/11/2026		F		1,607(6)	D	$31.97	138,764	D
Common Stock, par value $0.01 per share	02/10/2026		M		3,875	A	(7)	142,639	D
Common Stock, par value $0.01 per share	02/11/2026		F		1,475(8)	D	$31.97	141,164	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	$0	02/10/2026		M			20,122	(1)	(1)	Common Stock	27,166	(1)	0	D
Restricted Stock Units	$0	02/10/2026		M			3,353	(3)	(3)	Common Stock	3,353	(3)	0	D
Restricted Stock Units	$0	02/10/2026		M			4,222	(5)	(5)	Common Stock	4,222	(5)	4,221	D
Restricted Stock Units	$0	02/10/2026		M			3,875	(7)	(7)	Common Stock	3,875	(7)	7,748	D
Performance Stock Units	$0	02/10/2026		A		37,745		(9)	(9)	Common Stock	37,745	(9)	37,745	D
Restricted Stock Units	$0	02/10/2026		A		18,871		(10)	(10)	Common Stock	18,871	(10)	18,871	D

Explanation of Responses:

1. Represents settlement of a performance restricted stock unit ("PRSU") award previously reported in 2023. Each PRSU represented a contingent right to receive up to two shares of the Issuer's common stock.

2. Represents disposed shares to cover tax withholdings due upon vesting of the PRSUs described in footnote 1.

3. Represents settlement of 1/3 of a restricted stock unit ("RSUs") award previously reported in 2023. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

4. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 3.

5. Represents settlement of 1/3 of a RSU award previously reported in 2024. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

6. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 5.

7. Represents settlement of 1/3 of a RSU award previously reported in 2025. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

8. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 7.

9. 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, 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 reported in column 7 will range from zero to 113,235 shares.

10. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years.

Remarks:

	/s/ Caroline S. Lind as Attorney-in-Fact for Matthew Liebowitz	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ESI executive Matthew Liebowitz report?

Liebowitz reported equity award settlements, new grants, and tax-related share disposals. Performance stock units and restricted stock units converted into Element Solutions common stock, and some shares were disposed of at $31.97 per share to satisfy tax withholding obligations tied to these vesting events.

How many new equity awards did ESI grant to Matthew Liebowitz?

He received 37,745 performance stock units and 18,871 restricted stock units. Both were granted at a $0 exercise price, reflecting standard equity compensation. The performance units’ ultimate payout depends on multi-year adjusted EBITDA, adjusted EPS, and relative total shareholder return performance goals through December 31, 2028.

Did Matthew Liebowitz sell Element Solutions (ESI) shares on the open market?

The filing shows share disposals coded as tax-withholding transactions at $31.97 per share. These transactions are labeled for payment of tax liabilities upon vesting of stock awards, rather than discretionary open-market sales initiated to change his investment exposure to Element Solutions stock.

How many Element Solutions common shares does Matthew Liebowitz own after these transactions?

After the reported transactions, Liebowitz directly beneficially owned 141,164 shares of Element Solutions common stock. This figure reflects both the settlement of performance and restricted stock units into shares and the shares disposed of to cover tax withholding obligations on February 11, 2026.

What are the performance conditions on Matthew Liebowitz’s new PRSU grant at ESI?

Each performance restricted stock unit can convert into up to three Element Solutions shares. The actual payout depends on adjusted EBITDA compound annual growth, adjusted earnings per share, and a relative total shareholder return modifier over a performance period ending December 31, 2028 versus a defined peer group.

How do the new ESI restricted stock units for Liebowitz vest over time?

Each new restricted stock unit represents the right to receive one Element Solutions share. The grant will vest in one-third increments over the next three years, aligning executive incentives with longer-term company performance and encouraging ongoing retention throughout the vesting schedule.