ESI insider John Capps exercised options and completed sell-to-cover transaction

Rhea-AI Filing Summary

John E. Capps, EVP, General Counsel and Secretary of Element Solutions Inc (ESI), reported option exercises and share sales on 09/18/2025. He exercised four tranches of fully vested stock options totaling 119,175 underlying shares at exercise prices of $11.34, $9.52, $13.30 and $12.25. To cover exercise costs and tax withholding, 77,674 shares were sold at a weighted average sale price of $26.77 (sales ranged from $26.60 to $26.92). After the transactions the reporting person beneficially owned 609,790 shares. The Form 4 is signed 09/19/2025.

Insights

Securities Analyst

TL;DR: Routine, fully vested option exercises with sell-to-cover to meet tax and exercise costs; modest net increase in position.

The filing shows standard executive equity compensation activity: four option exercises aggregating 119,175 shares were executed and 77,674 shares were sold solely to cover exercise prices and tax obligations. The weighted average sell price of $26.77 suggests the sell-to-cover occurred near prevailing market levels. Post-transaction beneficial ownership remains material at 609,790 shares, indicating continued alignment with shareholder interests. No additional material corporate events are disclosed.

Corporate Governance Expert

TL;DR: Compliance disclosure completed; transactions consistent with vested compensation and internal reporting expectations.

The Form 4 documents compliant Section 16 reporting for an officer exercising vested options and using a sell-to-cover mechanism. Footnotes clarify the sales covered taxes and exercise costs and that all options were vested and exercisable. The narrative and footnotes provide adequate transparency on pricing ranges and commit to provide per-price breakdowns if requested, meeting disclosure norms for insider transactions.

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).

1. Name and Address of Reporting Person^*

Capps John Edward

(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)
	EVP, General Counsel & Sec.

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		M		33,719	A	$11.34	601,008	D
Common Stock, par value $0.01 per share	09/18/2025		M		25,615	A	$9.52	626,623	D
Common Stock, par value $0.01 per share	09/18/2025		M		21,695	A	$13.3	648,318	D
Common Stock, par value $0.01 per share	09/18/2025		M		39,146	A	$12.25	687,464	D
Common Stock, par value $0.01 per share	09/18/2025		S		77,674(1)	D	$26.77(2)	609,790	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
Stock Option (Right to Buy)	$11.34	09/18/2025		M			33,719	(3)	02/20/2029	Common Stock	33,719	$0	0	D
Stock Option (Right to Buy)	$9.52	09/18/2025		M			25,615	(3)	06/01/2026	Common Stock	25,615	$0	0	D
Stock Option (Right to Buy)	$13.3	09/18/2025		M			21,695	(3)	02/21/2027	Common Stock	21,695	$0	0	D
Stock Option (Right to Buy)	$12.25	09/18/2025		M			39,146	(3)	02/19/2030	Common Stock	39,146	$0	0	D

Explanation of Responses:

1. Represents shares sold to cover the applicable option exercise prices and taxes.

2. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.60 to $26.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. All stock options were fully vested and exercisable.

Remarks:

	/s/ John E. Capps	09/19/2025
	** 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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