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Element Solutions CEO settles 750,000-share award

Element Solutions Inc CEO Benjamin Gliklich settled a 750,000-share equity award into common stock on 12/10/2025 as part of the company’s executive compensation program.

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Form Type
4

Rhea-AI Filing Summary

Element Solutions Inc CEO Benjamin Gliklich settled a 750,000-share equity award into common stock on 12/10/2025 as part of the company’s executive compensation program. 295,125 shares were withheld at $27.58 per share to cover taxes, and a 1,000,000-unit performance RSU grant was cancelled for no value. The net vested shares are subject to a three-year lock-up from 12/10/2025, and he now directly holds 1,319,396 common shares.

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Insider Gliklich Benjamin
Role CEO
Type Security Shares Price Value
Exercise Share Award 750,000 $0.00 $0.00
Exercise Common Stock, par value $0.01 per share 750,000 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, par value $0.01 per share 295,125 $27.58 $8.14M
Holdings After Transaction: Share Award — 0 contracts (Direct); Common Stock, par value $0.01 per share — 1,319,396 shares (Direct)
Footnotes (2)
  1. F1. 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. F2. Represents shares withheld to satisfy the estimated tax obligations due upon vesting of the share awards described in footnote 1.
Share award settled 750,000 shares Equity share award settled into common stock on 12/10/2025
Shares withheld for taxes 295,125 shares Common shares withheld at $27.58 per share to satisfy tax obligations on 12/10/2025
Tax withholding price $27.58 per share Per-share value used for the tax-withholding disposition of common stock
Performance RSUs cancelled 1,000,000 units Executive stretch share grant of performance restricted stock units cancelled for no value on 12/10/2025
Common shares held after transaction 1,319,396 shares Direct Element Solutions Inc common stock holding after the reported transactions
performance restricted stock units financial
"executive stretch share grant of 1,000,000 performance restricted stock units was cancelled"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
lock-up agreement financial
"net vested shares are subject to a lock-up agreement, effective 12/10/2025"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
executive compensation program financial
"as part of the Issuer's continued evaluation of its executive compensation program"
A plan that determines how top managers are paid and rewarded, typically combining salary, bonuses, stock grants or options, and long-term incentive awards. Investors care because this pay package both affects a company’s costs and signals whether executives’ incentives are aligned with shareholder interests—like setting a coach’s bonus to team wins, it can motivate performance or create risky behavior if structured poorly.
stretch share grant financial
"previously-reported executive stretch share grant of 1,000,000 performance restricted stock units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did CEO Benjamin Gliklich report in Element Solutions Inc (ESI) Form 4?

Benjamin Gliklich reported settlement of a 750,000-share award into common stock, a tax-withholding disposition of 295,125 shares, and cancellation of a 1,000,000-unit performance RSU grant. These changes arose from Element Solutions’ executive compensation program on 12/10/2025.

How many Element Solutions Inc (ESI) shares were withheld for taxes, and at what value?

The filing shows 295,125 common shares were withheld to satisfy estimated tax obligations, using a per-share value of $27.58. This withholding occurred in connection with the vesting and settlement of Gliklich’s 750,000-share equity award on 12/10/2025.

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

A previously reported executive stretch share grant of 1,000,000 performance restricted stock units was cancelled for no value on 12/10/2025. This cancellation was part of Element Solutions’ continued evaluation of its executive compensation program, as described in the Form 4 footnotes.

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

The net vested shares 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. This schedule limits Gliklich’s ability to transfer those shares during the three-year period.

How many Element Solutions Inc (ESI) common shares does Benjamin Gliklich hold after these transactions?

After the reported equity award settlement, tax withholding and RSU cancellation, Gliklich directly holds 1,319,396 Element Solutions Inc common shares. This figure reflects his post-transaction position as shown in the authoritative holdings data linked to the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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
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*
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.
* 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.

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