Element Solutions (NYSE: ESI) CEO reports 750,000-share vesting and lock-up

Rhea-AI Filing Summary

Element Solutions Inc CEO and director Benjamin Gliklich reported equity compensation activity on 12/10/2025. A share award covering 750,000 shares of common stock was settled, increasing his directly held shares to 1,614,521 before tax withholding. To cover estimated taxes on the vesting, 295,125 shares were withheld at a price of $27.58 per share, leaving him with 1,319,396 shares held directly afterward.

The settled award is subject to a lock-up effective 12/10/2025, with restrictions expiring in equal portions on the first, second and third anniversaries of that date. At the same time, a previously reported “executive stretch” grant of 1,000,000 performance restricted stock units was cancelled for no value as part of the ongoing evaluation of the company’s executive compensation program.

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^*

Gliklich Benjamin

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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		750,000	A	(1)	1,614,521	D
Common Stock, par value $0.01 per share	12/10/2025		F		295,125(2)	D	$27.58	1,319,396(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			750,000	(1)	(1)	Common Stock	750,000	(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 1,000,000 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 awards described in footnote 1.

Remarks:

	/s/ Caroline S. Lind as Attorney-in-Fact for Benjamin Gliklich	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 for its CEO?

Element Solutions Inc reported that CEO and director Benjamin Gliklich settled a share award for 750,000 shares of common stock on 12/10/2025, increasing his directly held shares before tax withholding.

How many Element Solutions Inc (ESI) shares does the CEO own after this Form 4 transaction?

After the reported transactions on 12/10/2025, Benjamin Gliklich beneficially owns 1,319,396 shares of Element Solutions Inc common stock directly.

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

The filing states that 295,125 shares of Element Solutions Inc common stock were withheld at $27.58 per share to satisfy estimated tax obligations due upon vesting of the share awards.

What lock-up restrictions apply to the Element Solutions Inc (ESI) CEO’s vested shares?

The net vested shares from the 750,000-share award are subject to a lock-up effective 12/10/2025, with restrictions expiring ratably on the first, second and third anniversaries of that lock-up date.

What happened to the 1,000,000 performance restricted stock units at Element Solutions Inc (ESI)?

The filing notes that a previously reported executive stretch grant of 1,000,000 performance restricted stock units held by the CEO was cancelled for no value on 12/10/2025 as part of the company’s continued evaluation of its executive compensation program.

What type of securities are involved in the Element Solutions Inc (ESI) CEO’s Form 4?

The Form 4 covers common stock, par value $0.01 per share, acquired through settlement of a share award and shares withheld for taxes, as well as a related derivative share award reported as being settled into common stock.