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Element Solutions (NYSE: ESI) director reports RSU vesting and new grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

ASHKEN IAN G H reported acquisition or exercise transactions in this Form 4 filing.

Element Solutions Inc director Ian G H Ashken reported equity compensation and ownership changes. On May 4, 2026, previously granted restricted stock units (RSUs) settled into 6,539 shares of common stock on vesting. Those shares were then transferred from his direct holdings into a revocable trust.

Ashken now indirectly holds 19,949 shares of Element Solutions common stock through the trust, while his direct common share holdings are reported as zero. He also received a new grant of 3,272 RSUs, each representing one share, which will vest on the earlier of May 4, 2027 or the company’s next annual stockholder meeting, with potential accelerated vesting upon a change of control.

Positive

  • None.

Negative

  • None.
Insider ASHKEN IAN G H
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 --
Other Common Stock, par value $0.01 per share 6,539 $0.00 --
Other 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 — 6,539 shares (Direct, null); Common Stock, par value $0.01 per share — 19,949 shares (Indirect, By Trust)
Footnotes (1)
  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. The shares are held by a revocable trust. Mr. Ashken is the trustee of this trust and may be considered to have beneficial ownership of the trust's interests in the Issuer. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. 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.
RSUs settled 6,539 shares Previously reported RSUs vested on May 4, 2026 into common stock
Shares held by trust 19,949 shares Indirect common stock holdings through revocable trust after transactions
New RSU grant 3,272 RSUs RSUs granted May 4, 2026, each representing one common share
RSU conversion ratio 1:1 Each RSU represents the right to receive one share of common stock
New RSU vesting date May 4, 2027 Vests on earlier of May 4, 2027 or next annual meeting, subject to service
Restructuring shares 13,078 shares Total shares involved in J-code restructuring transactions
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.
revocable trust financial
"The shares are held by a revocable trust. Mr. Ashken is the trustee of this trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
beneficial ownership financial
"may be considered to have beneficial ownership of the trust's interests in the Issuer."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein."
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.
SEC Form 4
FORM 4UNITED 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*
ASHKEN IAN G H

(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share05/04/2026M6,539A(1)6,539D
Common Stock, par value $0.01 per share05/04/2026J6,539D(1)0D
Common Stock, par value $0.01 per share05/04/2026J6,539A(1)19,949IBy Trust(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$005/04/2026M6,539 (1) (1)Common Stock, par value $0.01 per share6,539(1)0D
Restricted Stock Units$005/04/2026A3,272 (3) (3)Common Stock, par value $0.01 per share3,272(3)3,272D
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. The shares are held by a revocable trust. Mr. Ashken is the trustee of this trust and may be considered to have beneficial ownership of the trust's interests in the Issuer. Mr. Ashken disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
3. 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 Ian G.H. Ashken05/05/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Element Solutions Inc (ESI) disclose for Ian G H Ashken?

Element Solutions reported that director Ian G H Ashken settled 6,539 previously granted RSUs into common shares and moved those shares into a revocable trust. He also received a new grant of 3,272 RSUs tied to continued board service and potential change-of-control acceleration.

How many Element Solutions (ESI) shares did Ian G H Ashken’s RSUs convert into?

Previously reported RSUs vested on May 4, 2026, and converted into 6,539 shares of Element Solutions common stock. Each RSU represented a contingent right to receive one share, so the settlement directly increased his common share position before those shares were transferred into a trust.

How many Element Solutions Inc (ESI) shares does Ian G H Ashken hold after these transactions?

After the reported transactions, Ian G H Ashken’s direct common share holdings are shown as zero, while a revocable trust associated with him holds 19,949 Element Solutions common shares. He is trustee of the trust and may be deemed a beneficial owner to the extent of his pecuniary interest.

What new restricted stock units did Element Solutions (ESI) grant to Ian G H Ashken?

Element Solutions granted Ashken 3,272 new RSUs on May 4, 2026. Each RSU represents the right to receive one common share and will vest on the earlier of May 4, 2027, or the next annual stockholder meeting, assuming he continues serving as a director through that vesting date.

When will Ian G H Ashken’s new Element Solutions (ESI) RSUs vest, and can they vest earlier?

The 3,272 newly granted RSUs will vest on the earlier of May 4, 2027, or the date of Element Solutions’ next annual meeting of stockholders, subject to his continued board service. The filing also notes they may become immediately vested upon a change of control of the company.

How are Ian G H Ashken’s Element Solutions (ESI) shares held through a trust characterized?

The filing states the shares are held by a revocable trust for which Ashken serves as trustee. He may be considered to have beneficial ownership of the trust’s interests but disclaims beneficial ownership of any shares beyond his pecuniary interest, clarifying how his indirect holdings are treated.