ESI Insider Filing: Martin E. Franklin Disclaims 1,037,000 Shares Held by Foundation

Rhea-AI Filing Summary

Element Solutions Inc. insider filing shows a reclassification of 1,037,000 shares previously reported for Martin E. Franklin to a charitable foundation, with the reporting person disclaiming beneficial ownership. The Form 4 records a transaction date of 08/13/2025 with code J and reports 1,037,000 shares as disposed, leaving 0 shares beneficially owned by the reporting person on this filing. The explanatory note states this filing does not reflect a purchase or sale and that the shares are held by a foundation for which the reporting person disclaims any pecuniary interest. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Clear disclosure that 1,037,000 shares are held by a charitable foundation and that the reporting person disclaims beneficial ownership
• Form 4 filed to update public records, preserving SEC transparency and compliance

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Filing documents a reclassification to a charitable foundation and a formal disclaimer of beneficial ownership.

The Form 4 indicates that 1,037,000 shares associated with the reporting person are held by a charitable foundation and are being removed from the reporting person's beneficial ownership. This is recorded with transaction code "J" and an effective transaction date of 08/13/2025. The explanatory note clarifies there was no purchase or sale; instead, the shares are held by a foundation and the reporting person disclaims pecuniary interest. From a governance standpoint, this maintains regulatory transparency about ownership changes while clarifying that the insider no longer reports those shares as beneficially owned.

Securities Analyst

TL;DR: Neutral market impact—no change in economic ownership reported; filing is an administrative reclassification to a foundation.

The submission shows a disposition entry of 1,037,000 common shares on 08/13/2025 but explicitly states this is not a market transaction. Because the reporting person disclaims beneficial ownership and reports 0 shares following the filing, there is no disclosed change in the insider's economic exposure that would directly affect supply-demand of the stock. The filing serves to update public records on who holds these shares for disclosure purposes.

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^*

FRANKLIN MARTIN E

(Last) (First) (Middle)

C/O ELEMENT SOLUTIONS INC

500 EAST BROWARD BOULEVARD, SUITE 1860

(Street)

FORT LAUDERDALE FL 33394

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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	08/13/2025		J		1,037,000	D	(1)	0	I	By Foundation(1)

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

Explanation of Responses:

1. This form is filed solely to reflect that the shares are owned by a charitable foundation as to which the reporting person disclaims beneficial ownership and does not have any pecuniary interest. As a result, shares held by the charitable foundation will no longer be included in the reporting person's Forms 4. This form does not reflect a purchase or sale of the shares reported on this form.

Remarks:

	/s/ John E. Capps as Attorney-in-Fact for Sir Martin	08/15/2025
	** 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.

FAQ

What did the Form 4 for Element Solutions (ESI) report?

The filing reports that 1,037,000 shares associated with the reporting person were reclassified as held by a charitable foundation and the reporting person disclaims beneficial ownership.

Did the Form 4 report a sale or purchase of ESI shares?

No. The explanatory note states the filing does not reflect a purchase or sale; it reflects shares held by a foundation and a disclaimer of beneficial ownership.

What was the transaction date on the Form 4 for ESI?

The transaction date shown on the form is 08/13/2025.

How many shares were reclassified on the Form 4?

The Form 4 shows 1,037,000 shares reported as disposed of from the reporting person's beneficial ownership and 0 shares beneficially owned following the reported transaction.

Who signed the Form 4 for the reporting person?

The form is signed by John E. Capps as Attorney-in-Fact for the reporting person on 08/15/2025.