Element Solutions director settles 225,000-share award, cancels RSUs

Element Solutions Inc director Sir Martin E. Franklin reported equity compensation activity involving the company’s common stock.

Rhea-AI Filing Summary

Element Solutions Inc director Sir Martin E. Franklin reported equity compensation activity involving the company’s common stock. On 12/10/2025, a previously granted share award settled into 225,000 shares of common stock, reflected as an acquisition in his direct holdings and a corresponding entry in the derivative table as a share award with a conversion or exercise price of $0.

The filing notes that, under the award terms, the 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. Following the reported transactions, 334,100 shares of common stock are held indirectly through the Martin E. Franklin Revocable Trust. The report also states that a previously reported executive stretch grant of 300,000 performance restricted stock units was cancelled for no value on the same date.

Insider Trade Summary

225,000 shares exercised/converted

Exercise 4 txns

Insider FRANKLIN MARTIN E

Role Director

Type	Security	Shares	Price	Value
Exercise	Share Award	225,000	$0.00	$0.00
Exercise	Common Stock, par value $0.01 per share	225,000	$0.00	$0.00
Other	Common Stock, par value $0.01 per share	225,000	$0.00	$0.00
Other	Common Stock, par value $0.01 per share	225,000	$0.00	$0.00

Holdings After Transaction: Share Award — 0 contracts (Direct); Common Stock, par value $0.01 per share — 0 shares (Direct); Common Stock, par value $0.01 per share — 334,100 shares (Indirect, By Martin E. Franklin Revocable Trust)

Footnotes (1)

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 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 300,000 performance restricted stock units was cancelled for no value.

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Accepted by SEC EDGAR 12/12/2025 - 04:25 PM 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
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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 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
	Officer (give title below)		Other (specify below)

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		225,000	A	(1)	225,000	D
Common Stock, par value $0.01 per share	12/10/2025		J		225,000	D	(1)	0	D
Common Stock, par value $0.01 per share	12/10/2025		J		225,000	A	(1)	334,100	I	By Martin E. Franklin Revocable Trust

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			225,000	(1)	(1)	Common Stock	225,000	(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 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 300,000 performance restricted stock units was cancelled for no value.

Remarks:

	/s/ Caroline S. Lind as Attorney-in-Fact for Sir Martin E. Franklin	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.
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