Element Solutions (NYSE: ESI) president gets new PSUs and RSUs

Rhea-AI Filing Summary

Element Solutions Inc President, Electronics Richard L. Fricke reported multiple equity compensation events. On February 10, 2026, previously granted performance restricted stock units (PRSUs) and restricted stock units (RSUs) settled into common stock, including 13,582 shares from a 2023 PRSU award and additional shares from 2023–2025 RSU grants.

On February 11, 2026, he disposed of 6,175, 845, 1,557 and 1,446 common shares at $31.99 per share solely to cover tax withholdings tied to these vestings. After these transactions he directly owns 52,771 common shares.

Fricke also received new awards on February 10, 2026 of 23,726 performance stock units and 11,862 RSUs. Each new PRSU can convert into up to three shares based on adjusted EBITDA and EPS goals plus a relative total shareholder return test for the period ending December 31, 2028, while the new RSUs vest in one‑third increments over the next three years.

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

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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^*

Fricke Richard L.

(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, Electronics

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		13,582	A	(1)	54,411	D
Common Stock, par value $0.01 per share	02/11/2026		F		6,175(2)	D	$31.99	48,236	D
Common Stock, par value $0.01 per share	02/10/2026		M		1,677	A	(3)	49,913	D
Common Stock, par value $0.01 per share	02/11/2026		F		845(4)	D	$31.99	49,068	D
Common Stock, par value $0.01 per share	02/10/2026		M		3,477	A	(5)	52,545	D
Common Stock, par value $0.01 per share	02/11/2026		F		1,557(6)	D	$31.99	50,988	D
Common Stock, par value $0.01 per share	02/10/2026		M		3,229	A	(7)	54,217	D
Common Stock, par value $0.01 per share	02/11/2026		F		1,446(8)	D	$31.99	52,771	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			10,060	(1)	(1)	Common Stock	13,582	(1)	0	D
Restricted Stock Units	$0	02/10/2026		M			1,677	(3)	(3)	Common Stock	1,677	(3)	0	D
Restricted Stock Units	$0	02/10/2026		M			3,477	(5)	(5)	Common Stock	3,477	(5)	3,477	D
Restricted Stock Units	$0	02/10/2026		M			3,229	(7)	(7)	Common Stock	3,229	(7)	6,457	D
Performance Stock Units	$0	02/10/2026		A		23,726		(9)	(9)	Common Stock	23,726	(9)	23,726	D
Restricted Stock Units	$0	02/10/2026		A		11,862		(10)	(10)	Common Stock	11,862	(10)	11,862	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 71,178 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 Richard L. Fricke	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 Richard L. Fricke report on this Form 4?

Richard L. Fricke reported equity compensation activity, including settlement of earlier performance restricted stock units and restricted stock units into common stock, plus related share dispositions to cover tax withholdings. He also reported receiving new grants of performance stock units and restricted stock units with multi‑year vesting and performance conditions.

Did Richard L. Fricke sell Element Solutions (ESI) shares for investment reasons?

The Form 4 shows Fricke’s common share dispositions were to cover tax withholdings at $31.99 per share following PRSU and RSU vesting. Footnotes state these shares were disposed of to satisfy tax obligations, not described as discretionary open‑market sales for investment or portfolio management purposes.

How many Element Solutions (ESI) shares does Richard L. Fricke own after these transactions?

After the reported Form 4 transactions, Fricke directly owns 52,771 shares of Element Solutions common stock. This figure reflects equity that remained following the settlement of prior performance and restricted stock unit awards and the share disposals used to satisfy associated tax withholding obligations.

What new performance stock units did ESI grant to Richard L. Fricke?

Fricke received 23,726 new performance stock units on February 10, 2026. Each PRSU can deliver up to three Element Solutions common shares based on adjusted EBITDA and adjusted earnings per share goals and a relative total shareholder return modifier for a performance period ending December 31, 2028.

What new restricted stock units did Element Solutions (ESI) grant to Richard L. Fricke?

The Form 4 reports a grant of 11,862 restricted stock units to Fricke on February 10, 2026. Each RSU represents one share of Element Solutions common stock, with the grant scheduled to vest in one‑third increments over the next three years, subject to continued service conditions.

How were earlier PRSU and RSU awards for ESI’s Richard L. Fricke settled?

Previously reported PRSU and RSU awards from 2023, 2024, and 2025 settled into Element Solutions common stock on February 10, 2026. One 2023 PRSU award produced 13,582 shares, while several RSU tranches also converted, each RSU representing one share upon vesting under the original award terms.