Element Solutions (NYSE: ESI) director settles 6,539 RSUs and gets new 3,272 grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Filon Elyse Napoli reported acquisition or exercise transactions in this Form 4 filing.

Element Solutions Inc director Elyse Napoli Filon reported compensation-related equity activity. On May 4, 2026, previously reported restricted stock units (RSUs) covering 6,539 shares vested and were settled into the same number of common shares, bringing her direct common stock holdings to 30,490 shares. She also received a new grant of 3,272 RSUs, each representing one future share of common stock. According to the terms, these RSUs vest on the earlier of May 4, 2027 or the next annual stockholder meeting, and may vest immediately upon a change of control, assuming she continues serving as a director.

Insider Trade Summary

6,539 shares exercised/converted

Mixed 3 txns

Insider Filon Elyse Napoli

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,539	$0.00	--
Grant/Award	Restricted Stock Units	3,272	$0.00	--
Exercise	Common Stock, par value $0.01 per share	6,539	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock, par value $0.01 per share — 30,490 shares (Direct, null)

Footnotes (1)

This transaction represents the settlement of previously-reported restricted stock units ("RSUs"), which vested on 5/4/26. Each RSU represented a contingent right to receive one share of the Issuer's common stock. Each RSU represents a right to receive one share of the Issuer's common stock. These RSUs will vest on the earlier of 5/4/27 and the date of the next annual meeting of stockholders of the Issuer, provided that the reporting person continues to serve as a director of the Issuer through and on such vesting date. The RSUs may, in certain circumstances, become immediately vested as of the date of a change of control of the Issuer.

Key Figures

RSUs settled into common stock: 6,539 shares New RSU grant: 3,272 RSUs Common shares held after transactions: 30,490 shares +2 more

5 metrics

RSUs settled into common stock 6,539 shares RSUs vested and settled on May 4, 2026

New RSU grant 3,272 RSUs Granted on May 4, 2026 to director

Common shares held after transactions 30,490 shares Direct ownership following RSU settlement

RSUs outstanding after grant 3,272 RSUs Each RSU represents one future common share

RSU vesting date May 4, 2027 Earlier of this date or next annual stockholder meeting

Key Terms

Restricted Stock Units, change of control, annual meeting of stockholders

3 terms

Restricted Stock Units financial

"This transaction represents the settlement of previously-reported restricted stock units ("RSUs"), which vested on 5/4/26."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

change of control financial

"The RSUs may, in certain circumstances, become immediately vested as of the date of a change of control of the Issuer."

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

annual meeting of stockholders regulatory

"These RSUs will vest on the earlier of 5/4/27 and the date of the next annual meeting of stockholders of the Issuer."

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 04:17 PM

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
Estimated average burden
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^*

Filon Elyse Napoli

(Last)

(First)

(Middle)

C/O ELEMENT SOLUTIONS INC

500 S POINTE DRIVE, SUITE 200

(Street)

MIAMI BEACH

FLORIDA

33139

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	05/04/2026		M		6,539	A	⁽¹⁾	30,490	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	05/04/2026		M			6,539	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	6,539	⁽¹⁾	0	D
Restricted Stock Units	$0⁽²⁾	05/04/2026		A		3,272		⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	3,272	⁽²⁾	3,272	D

Explanation of Responses:

1. This transaction represents the settlement of previously-reported restricted stock units ("RSUs"), which vested on 5/4/26. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

2. Each RSU represents a right to receive one share of the Issuer's common stock. These RSUs will vest on the earlier of 5/4/27 and the date of the next annual meeting of stockholders of the Issuer, provided that the reporting person continues to serve as a director of the Issuer through and on such vesting date. The RSUs may, in certain circumstances, become immediately vested as of the date of a change of control of the Issuer.

Remarks:

	/s/ Caroline S. Lind as Attorney-in-Fact for Elyse Napoli Filon	05/05/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Element Solutions (ESI) report for Elyse Napoli Filon?

Element Solutions reported that director Elyse Napoli Filon settled 6,539 previously granted RSUs into common stock and received a new grant of 3,272 RSUs. These transactions are compensation-related equity awards, not open-market stock purchases or sales.

How many Element Solutions (ESI) shares does Elyse Napoli Filon hold after this Form 4?

After the reported transactions, Elyse Napoli Filon directly holds 30,490 shares of Element Solutions common stock. She also holds 3,272 restricted stock units, each representing a contingent right to receive one additional share upon vesting.

What are the terms of the new 3,272 RSUs granted to Elyse Napoli Filon at ESI?

Each of the 3,272 new RSUs represents a right to receive one Element Solutions common share. They vest on the earlier of May 4, 2027 or the next annual stockholder meeting, assuming she continues serving as a director through that vesting date.

Did Elyse Napoli Filon buy or sell Element Solutions (ESI) shares in the market?

The filing shows no open-market buys or sells. Instead, 6,539 RSUs vested and converted into common shares, and she received a new grant of 3,272 RSUs as part of her director equity compensation package.

When will Elyse Napoli Filon’s new RSUs in Element Solutions (ESI) vest?

The 3,272 new RSUs will vest on the earlier of May 4, 2027 and the date of the next annual meeting of stockholders, provided Elyse Napoli Filon continues to serve as a director through that vesting date.

Can Elyse Napoli Filon’s Element Solutions (ESI) RSUs vest earlier than scheduled?

Yes. The filing states the 3,272 RSUs may become immediately vested upon a change of control of Element Solutions, subject to the specific conditions described, in addition to standard time-based vesting tied to service as a director.