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Element Solutions CEO reports equity award activity

Element Solutions Inc CEO Benjamin Gliklich reported multiple equity award settlements and related share withholdings.

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

Rhea-AI Filing Summary

Element Solutions Inc CEO Benjamin Gliklich reported multiple equity award settlements and related share withholdings. On February 10, 2026, performance and restricted stock units were converted into common stock, including 158,454 shares from a performance restricted stock unit award and other RSU settlements.

On February 11, 2026, he disposed of shares, including 60,292 shares at $31.97 per share, to cover tax withholdings tied to these vestings. He also received new grants of 150,977 performance stock units and 75,487 restricted stock units, and directly held about 1,361,078 common shares after the reported transactions.

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Insider Gliklich Benjamin
Role CEO
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock, par value $0.01 per share 60,292 $31.97 $1.93M
Exercise Price or Tax Liability Common Stock, par value $0.01 per share 7,448 $31.97 $238K
Exercise Price or Tax Liability Common Stock, par value $0.01 per share 7,938 $31.97 $254K
Exercise Price or Tax Liability Common Stock, par value $0.01 per share 7,208 $31.97 $230K
Exercise Performance Stock Units 117,372 $0.00 $0.00
Exercise Restricted Stock Units 19,561 $0.00 $0.00
Exercise Restricted Stock Units 20,861 $0.00 $0.00
Exercise Restricted Stock Units 18,942 $0.00 $0.00
Grant/Award Performance Stock Units 150,977 $0.00 $0.00
Grant/Award Restricted Stock Units 75,487 $0.00 $0.00
Exercise Common Stock, par value $0.01 per share 158,454 $0.00 $0.00
Exercise Common Stock, par value $0.01 per share 19,561 $0.00 $0.00
Exercise Common Stock, par value $0.01 per share 20,861 $0.00 $0.00
Exercise Common Stock, par value $0.01 per share 18,942 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 134,231 contracts (Direct); Performance Stock Units — 150,977 contracts (Direct); Common Stock, par value $0.01 per share — 1,361,078 shares (Direct)
Footnotes (10)
  1. F1. Represents settlement of a performance restricted stock unit ("PRSU") award previously reported in 2023. Each PRSU represented a contingent right to receive up to two shares of the Issuer's common stock.
  2. F2. Represents disposed shares to cover tax withholdings due upon vesting of the PRSUs described in footnote 1.
  3. F3. Represents settlement of 1/3 of a restricted stock unit ("RSUs") award previously reported in 2023. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
  4. F4. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 3.
  5. F5. Represents settlement of 1/3 of a RSU award previously reported in 2024. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
  6. F6. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 5.
  7. F7. Represents settlement of 1/3 of a RSU award previously reported in 2025. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
  8. F8. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 7.
  9. F9. Each PRSU represents a contingent right to receive up to three shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending on December 31, 2028 and a relative total shareholder return (TSR) modifier based on the Issuer's TSR in comparison to its peer group for that same period. The number of shares reported in column 7 will range from zero to 452,931 shares.
  10. F10. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years.

FAQ

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

What insider transactions did ESI CEO Benjamin Gliklich report on this Form 4?
Benjamin Gliklich reported equity award activity, including conversions of performance and restricted stock units into Element Solutions common stock and related share dispositions to cover taxes. The filing details both the settlement of prior awards and new grants of stock-based compensation.

How many Element Solutions (ESI) shares were issued from performance stock units to the CEO?
The CEO received 158,454 Element Solutions common shares from settlement of a previously reported performance restricted stock unit award. Each PRSU represented a contingent right to receive up to two shares, and this conversion increased his directly held common stock before subsequent tax-withholding transactions.

Why did Element Solutions (ESI) CEO dispose of shares at $31.97 per share?
The CEO disposed of shares, including 60,292 shares at $31.97 per share, to cover tax withholdings due upon vesting of performance and restricted stock unit awards. These dispositions are characterized as tax-withholding transactions rather than open-market sales in the Form 4 data.

What new performance stock unit grant did the Element Solutions (ESI) CEO receive?
He received a new grant of 150,977 performance stock units. Each PRSU can convert into up to three Element Solutions common shares, depending on adjusted EBITDA growth, adjusted earnings per share goals through December 31, 2028, and a relative total shareholder return modifier versus a defined peer group.

What new restricted stock unit grant did the Element Solutions (ESI) CEO receive?
The CEO was granted 75,487 restricted stock units, each representing a contingent right to receive one Element Solutions common share. This RSU grant will vest in one-third increments over the next three years, subject to continued service and the plan’s standard vesting conditions.

How many Element Solutions (ESI) common shares did the CEO hold after these transactions?
After the reported transactions, Benjamin Gliklich directly owned 1,361,078 Element Solutions common shares. This figure reflects the net impact of equity award settlements that increased his holdings and subsequent share dispositions made specifically to satisfy associated tax withholding obligations.

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

Form 4 Insider Transactions: What Each Field Means →
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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)
02/10/2026
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 02/10/2026 M 158,454 A (1) 1,384,600 D
Common Stock, par value $0.01 per share 02/11/2026 F 60,292(2) D $31.97 1,324,308 D
Common Stock, par value $0.01 per share 02/10/2026 M 19,561 A (3) 1,343,869 D
Common Stock, par value $0.01 per share 02/11/2026 F 7,448(4) D $31.97 1,336,421 D
Common Stock, par value $0.01 per share 02/10/2026 M 20,861 A (5) 1,357,282 D
Common Stock, par value $0.01 per share 02/11/2026 F 7,938(6) D $31.97 1,349,344 D
Common Stock, par value $0.01 per share 02/10/2026 M 18,942 A (7) 1,368,286 D
Common Stock, par value $0.01 per share 02/11/2026 F 7,208(8) D $31.97 1,361,078 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
Performance Stock Units $0 02/10/2026 M 117,372 (1) (1) Common Stock 158,454 (1) 0 D
Restricted Stock Units $0 02/10/2026 M 19,561 (3) (3) Common Stock 19,561 (3) 0 D
Restricted Stock Units $0 02/10/2026 M 20,861 (5) (5) Common Stock 20,861 (5) 20,861 D
Restricted Stock Units $0 02/10/2026 M 18,942 (7) (7) Common Stock 18,942 (7) 37,883 D
Performance Stock Units $0 02/10/2026 A 150,977 (9) (9) Common Stock 150,977 (9) 150,977 D
Restricted Stock Units $0 02/10/2026 A 75,487 (10) (10) Common Stock 75,487 (10) 75,487 D
Explanation of Responses:
1. Represents settlement of a performance restricted stock unit ("PRSU") award previously reported in 2023. Each PRSU represented a contingent right to receive up to two shares of the Issuer's common stock.
2. Represents disposed shares to cover tax withholdings due upon vesting of the PRSUs described in footnote 1.
3. Represents settlement of 1/3 of a restricted stock unit ("RSUs") award previously reported in 2023. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
4. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 3.
5. Represents settlement of 1/3 of a RSU award previously reported in 2024. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
6. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 5.
7. Represents settlement of 1/3 of a RSU award previously reported in 2025. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
8. Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 7.
9. Each PRSU represents a contingent right to receive up to three shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending on December 31, 2028 and a relative total shareholder return (TSR) modifier based on the Issuer's TSR in comparison to its peer group for that same period. The number of shares reported in column 7 will range from zero to 452,931 shares.
10. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years.
Remarks:
/s/ Caroline S. Lind as Attorney-in-Fact for Benjamin Gliklich 02/12/2026
** 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.

Source: View Original Filing on SEC EDGAR

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