Element Solutions CFO Exercises Options, Sells to Cover Taxes — 40,725 Shares

Rhea-AI Filing Summary

Carey J. Dorman, EVP and CFO of Element Solutions Inc (ESI), reported option exercises and a sale on 09/18/2025. He exercised three fully vested stock option grants to acquire a total of 60,704 shares at exercise prices of $10.59, $11.34 and $12.25 per share. Following the exercises his beneficial ownership rose to 255,562 shares, then he sold 40,725 shares in multiple transactions at a weighted average price of $26.66 to cover exercise costs and taxes, leaving 214,837 shares beneficially owned. The filing states the sale prices ranged from $26.36 to $26.83 and notes the reporter will provide tranche details on request.

Positive

• Options were fully vested and exercisable, enabling orderly exercise of awards
• Reporting provides a weighted average sale price and offers tranche-level sale details on request

Negative

• 40,725 shares were sold, reducing the reporting person's beneficial ownership from 255,562 to 214,837 shares
• Sale price disclosed only as a weighted average and range, requiring requester follow-up for exact tranche amounts

Insights

Securities Analyst

TL;DR: Routine exercise of vested options with a partial sell-to-cover, non-dispositive for control.

The reporting person exercised three fully vested option awards totaling 60,704 shares, increasing gross beneficial ownership before selling 40,725 shares in a sale described as used to cover exercise prices and taxes. The weighted average sale price was $26.66. This is a common cashless or sell-to-cover practice following option exercises and does not indicate a broad change in ownership control since the filer remains a substantial holder with 214,837 shares. Transaction detail transparency is adequate as the filer offers tranche-level sale information on request.

Corporate Governance Expert

TL;DR: Insider exercised fully vested options and sold a portion to satisfy obligations; disclosure complies with Form 4 norms.

The Form 4 discloses exercise dates, exercise prices and the resulting share counts, plus a weighted average sale price for disposed shares. The filing notes all options were fully vested and exercisable and explains the disposition was to cover exercise and tax liabilities. There is no indication of additional indirect ownership or changes in reporting status. Documentation appears complete for these transactions, with signature via attorney-in-fact included.

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).

1. Name and Address of Reporting Person^*

Dorman Carey J.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025

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	09/18/2025		M		19,380	A	$10.59	214,238	D
Common Stock, par value $0.01 per share	09/18/2025		M		9,634	A	$11.34	223,872	D
Common Stock, par value $0.01 per share	09/18/2025		M		31,690	A	$12.25	255,562	D
Common Stock, par value $0.01 per share	09/18/2025		S		40,725(1)	D	$26.66(2)	214,837	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
Stock Option (Right to Buy)	$10.59	09/18/2025		M			19,380	(3)	03/15/2029	Common Stock	19,380	$0	0	D
Stock Option (Right to Buy)	$11.34	09/18/2025		M			9,634	(3)	02/20/2029	Common Stock	9,634	$0	0	D
Stock Option (Right to Buy)	$12.25	09/18/2025		M			31,690	(3)	02/19/2030	Common Stock	31,690	$0	0	D

Explanation of Responses:

1. Represents shares sold to cover the applicable option exercise prices and taxes.

2. This price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.36 to $26.83, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. All stock options were fully vested and exercisable.

Remarks:

	/s/ John E. Capps as Attorney-in-Fact for Carey J. Dorman	09/19/2025
	** 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 ESI insider Carey J. Dorman do on 09/18/2025?

He exercised three fully vested stock options totaling 60,704 shares and sold 40,725 shares to cover exercise costs and taxes.

How many ESI shares does Carey J. Dorman beneficially own after these transactions?

214,837 shares beneficially owned following the reported transactions.

At what prices were the ESI options exercised and shares sold?

Options exercised at $10.59, $11.34 and $12.25; sold shares at a weighted average price of $26.66 with a range of $26.36 to $26.83.

Were the stock options fully vested when exercised?

Yes. The filing states all stock options were fully vested and exercisable.

Who signed the Form 4 and when?

Form 4 was signed by John E. Capps as Attorney-in-Fact for Carey J. Dorman on 09/19/2025.