Element Solutions (NYSE: ESI) officer settles 90,000-share award, 664K shares owned

Rhea-AI Filing Summary

Element Solutions Inc officer Of Counsel reported equity compensation activity. On 12/10/2025, a share award covering 90,000 shares of common stock was settled, moving those shares into direct ownership. After these transactions, the reporting person directly owned 664,375 shares of Element Solutions Inc common stock.

Of the vested shares, 35,415 were withheld at a price of $27.58 per share to cover estimated tax obligations. The net vested shares are subject to a lock-up starting 12/10/2025, with restrictions expiring in equal parts on the first, second, and third anniversaries of that date. A previously reported 120,000-unit executive stretch performance restricted stock grant was cancelled for no value.

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^*

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)
	Of Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

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	12/10/2025		M		90,000	A	(1)	699,790	D
Common Stock, par value $0.01 per share	12/10/2025		F		35,415(2)	D	$27.58	664,375(1)	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
Share Award	$0	12/10/2025		M			90,000	(1)	(1)	Common Stock	90,000	(1)	0	D

Explanation of Responses:

1. Represents settlement of a share award granted and vested on 12/10/2025 as part of the Issuer's continued evaluation of its executive compensation program. Under the terms of the award, the net vested shares are subject to a lock-up agreement, effective 12/10/2025 (the "Lock-up Date"), with restrictions expiring ratably on the first, second and third anniversary of the Lock-up Date. On 12/10/2025, the reporting person's previously-reported executive stretch share grant of 120,000 performance restricted stock units was cancelled for no value.

2. Represents shares withheld to satisfy the estimated tax obligations due upon vesting of the share award described in footnote 1.

Remarks:

	/s/ John E. Capps	12/12/2025
	** 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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FAQ

What insider transaction did Element Solutions Inc (ESI) report in this Form 4?

The filing shows an officer Of Counsel at Element Solutions Inc settled a share award for 90,000 shares of common stock on 12/10/2025, moving those shares into direct ownership.

How many Element Solutions Inc (ESI) shares does the insider own after the reported transaction?

Following the reported activity, the insider directly owned 664,375 shares of Element Solutions Inc common stock.

Were any Element Solutions Inc (ESI) shares withheld for taxes in this transaction?

Yes. The filing reports that 35,415 shares of Element Solutions Inc common stock were withheld at $27.58 per share to satisfy estimated tax obligations upon vesting of the share award.

What happened to the 120,000 performance restricted stock units for Element Solutions Inc (ESI)?

The insider’s previously reported executive stretch grant of 120,000 performance restricted stock units was cancelled for no value on 12/10/2025.

Are the newly vested Element Solutions Inc (ESI) shares subject to any lock-up restrictions?

Yes. The net vested shares from the 90,000-share award are subject to a lock-up agreement effective 12/10/2025, with restrictions expiring ratably on the first, second and third anniversaries of that date.

What role does the reporting person hold at Element Solutions Inc (ESI)?

The reporting person is identified as an officer of Element Solutions Inc with the title Of Counsel.