Element Solutions (NYSE: ESI) director gains shares through RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

ONEAL E STANLEY reported acquisition or exercise transactions in this Form 4 filing.

Element Solutions Inc director E. Stanley O'Neal increased his equity-based holdings through routine compensation events. On 5/4/26, 6,539 previously granted restricted stock units (RSUs) vested and were settled into the same number of common shares, bringing his direct common stock holdings to 154,371 shares.

On the same date, he received a new award of 3,272 RSUs, each representing a right to receive one share of common stock. These RSUs will vest on the earlier of 5/4/27 or the company’s next annual stockholder meeting, and may vest immediately upon a change of control, as long as he continues serving as a director.

Insider Trade Summary

6,539 shares exercised/converted

Mixed 3 txns

Insider ONEAL E STANLEY

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,539	$0.00	--
Grant/Award	Restricted Stock Units	3,272	$0.00	--
Exercise	Common Stock, par value $0.01 per share	6,539	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock, par value $0.01 per share — 154,371 shares (Direct, null)

Footnotes (1)

This transaction represents the settlement of previously-reported restricted stock units ("RSUs"), which vested on 5/4/26. Each RSU represented a contingent right to receive one share of the Issuer's common stock. Each RSU represents a right to receive one share of the Issuer's common stock. These RSUs will vest on the earlier of 5/4/27 and the date of the next annual meeting of stockholders of the Issuer, provided that the reporting person continues to serve as a director of the Issuer through and on such vesting date. The RSUs may, in certain circumstances, become immediately vested as of the date of a change of control of the Issuer.

Key Figures

RSUs vested into common: 6,539 shares New RSU grant: 3,272 RSUs Common shares after transaction: 154,371 shares +1 more

4 metrics

RSUs vested into common 6,539 shares RSUs settled into common stock on May 4, 2026

New RSU grant 3,272 RSUs Awarded to director on May 4, 2026

Common shares after transaction 154,371 shares Direct holdings after RSU settlement

RSU-to-share ratio 1 RSU : 1 share Applies to both vested and newly granted RSUs

Key Terms

Restricted Stock Units, RSUs, change of control, annual meeting of stockholders

4 terms

Restricted Stock Units financial

"This transaction represents the settlement of previously-reported restricted stock units ("RSUs"), which vested on 5/4/26."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

"Each RSU represents a right to receive one share of the Issuer's common stock."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

change of control financial

"The RSUs may, in certain circumstances, become immediately vested as of the date of a change of control of the Issuer."

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

annual meeting of stockholders financial

"These RSUs will vest on the earlier of 5/4/27 and the date of the next annual meeting of stockholders of the Issuer."

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 04:16 PM

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^*

ONEAL E STANLEY

(Last)

(First)

(Middle)

C/O ELEMENT SOLUTIONS INC

500 S POINTE DRIVE, SUITE 200

(Street)

MIAMI BEACH

FLORIDA

33139

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	05/04/2026		M		6,539	A	⁽¹⁾	154,371	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	05/04/2026		M			6,539	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	6,539	⁽¹⁾	0	D
Restricted Stock Units	$0	05/04/2026		A		3,272		⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	3,272	⁽²⁾	3,272	D

Explanation of Responses:

1. This transaction represents the settlement of previously-reported restricted stock units ("RSUs"), which vested on 5/4/26. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

2. Each RSU represents a right to receive one share of the Issuer's common stock. These RSUs will vest on the earlier of 5/4/27 and the date of the next annual meeting of stockholders of the Issuer, provided that the reporting person continues to serve as a director of the Issuer through and on such vesting date. The RSUs may, in certain circumstances, become immediately vested as of the date of a change of control of the Issuer.

Remarks:

	/s/ Caroline S. Lind as Attorney-in-Fact for E. Stanley O'Neal	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Element Solutions (ESI) report for director E. Stanley O'Neal?

Director E. Stanley O'Neal had 6,539 previously granted RSUs vest into common stock and received a new award of 3,272 RSUs. These actions increased his equity-based position without any reported stock sales.

How many Element Solutions (ESI) shares does E. Stanley O'Neal hold after these transactions?

Following the RSU settlement on May 4, 2026, E. Stanley O'Neal directly holds 154,371 shares of Element Solutions common stock. This figure reflects his position after 6,539 RSUs converted into common shares.

What are the terms of the new RSU grant to Element Solutions (ESI) director O'Neal?

O'Neal received 3,272 RSUs, each representing one share of common stock. These RSUs vest on the earlier of May 4, 2027, or the next annual stockholder meeting, provided he continues as a director, and may accelerate on a change of control.

Did E. Stanley O'Neal sell any Element Solutions (ESI) shares in this insider activity?

No stock sales were reported. The activity reflects settlement of 6,539 RSUs into common shares and a new grant of 3,272 RSUs, indicating equity acquisition and compensation rather than a disposition of shares.

How do the vested RSUs affect E. Stanley O'Neal’s stake in Element Solutions (ESI)?

The vesting of 6,539 RSUs increased O'Neal’s direct common stock holdings to 154,371 shares. This converts part of his prior equity-based compensation into outright share ownership in Element Solutions.