Element Solutions (NYSE: ESI) President settles 160K-share award, cancels 210K RSUs

Rhea-AI Filing Summary

Element Solutions Inc executive reports equity award vesting and stock sale. On 12/10/2025, the President, Specialties settled a share award for 160,000 shares of common stock, with the award having a $0 exercise price. Of these shares, 62,960 were withheld to cover estimated taxes, and 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.

The executive then sold 37,000 previously held shares of Element Solutions Inc common stock on 12/12/2025 at a weighted average price of $26.6 per share, leaving 117,393 shares owned directly after the reported transactions. In connection with the compensation changes, a previously reported executive stretch grant of 210,000 performance restricted stock units 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^*

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)
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		160,000	A	(1)	217,353	D
Common Stock, par value $0.01 per share	12/10/2025		F		62,960(2)	D	$27.58	154,393	D
Common Stock, par value $0.01 per share	12/12/2025		S		37,000(3)	D	$26.6(4)	117,393	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			160,000	(1)	(1)	Common Stock	160,000	(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 210,000 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.

3. Represents shares of the Issuer's common stock that were beneficially owned by the reporting person prior to 12/10/2025.

4. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.13 to $27.44, 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.

Remarks:

	/s/ Caroline S. Lind as Attorney-in-Fact for Matthew Liebowitz	12/12/2025
	** 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).
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FAQ

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

The President, Specialties of Element Solutions Inc reported the settlement of a 160,000-share award of common stock on 12/10/2025 and a subsequent sale of 37,000 previously held shares on 12/12/2025.

How many Element Solutions Inc (ESI) shares does the executive own after the reported transactions?

After the reported transactions, the executive directly owns 117,393 shares of Element Solutions Inc common stock.

What was the price of the Element Solutions Inc (ESI) shares sold by the executive?

The 37,000 shares sold on 12/12/2025 were disposed of at a weighted average price of $26.6 per share, with individual trades ranging from $26.13 to $27.44.

Were any Element Solutions Inc (ESI) awards cancelled in this Form 4 filing?

Yes. A previously reported executive stretch share grant of 210,000 performance restricted stock units was cancelled for no value on 12/10/2025.

Why were some Element Solutions Inc (ESI) shares withheld in this Form 4?

62,960 shares from the 160,000-share award were withheld to satisfy estimated tax obligations due upon vesting of the award.

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

Yes. The net vested shares from the 160,000-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 position does the reporting person hold at Element Solutions Inc (ESI)?

The reporting person is an officer of Element Solutions Inc, serving as President, Specialties.