Equity awards vest for Element Solutions (NYSE: ESI) officer Capps

Rhea-AI Filing Summary

Element Solutions Inc officer John Edward Capps reported equity award vesting and related tax withholding transactions. On February 10, 2026, performance stock units and several restricted stock unit tranches vested, delivering shares of common stock to him at an exercise price of $0 per share.

On February 11, 2026, shares of common stock were disposed of at $31.97 per share to cover tax withholdings tied to these vestings, rather than open-market selling. Following the reported transactions, Capps directly owns 685,916 shares of Element Solutions common stock.

Insights

Equity compensation analyst

Routine equity award vesting with tax withholding; limited standalone impact.

John Edward Capps, an officer of Element Solutions Inc, reported exercises of performance stock units and restricted stock units on February 10, 2026. These derivative awards converted into common stock at an exercise price of $0, consistent with standard stock-based compensation.

On February 11, 2026, multiple Form 4 code F transactions show common shares disposed of at $31.97 per share to satisfy tax liabilities triggered by the vesting events. This indicates tax withholding, not discretionary open-market selling, so the transactions mainly reflect normal compensation mechanics.

After these moves, Capps directly holds 685,916 common shares. The filing does not tie these transactions to broader corporate developments or financial results, so the overall investment thesis for Element Solutions Inc appears unchanged based solely on this information.

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

X

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^*

Capps John Edward

(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)
	Of Counsel

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		27,166	A	(1)	691,541	D
Common Stock, par value $0.01 per share	02/11/2026		F		10,440(2)	D	$31.97	681,101	D
Common Stock, par value $0.01 per share	02/10/2026		M		3,353	A	(3)	684,454	D
Common Stock, par value $0.01 per share	02/11/2026		F		1,450(4)	D	$31.97	683,004	D
Common Stock, par value $0.01 per share	02/10/2026		M		2,980	A	(5)	685,984	D
Common Stock, par value $0.01 per share	02/11/2026		F		1,134(6)	D	$31.97	684,850	D
Common Stock, par value $0.01 per share	02/10/2026		M		1,722	A	(7)	686,572	D
Common Stock, par value $0.01 per share	02/11/2026		F		656(8)	D	$31.97	685,916	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			20,122	(1)	(1)	Common Stock	27,166	(1)	0	D
Restricted Stock Units	$0	02/10/2026		M			3,353	(3)	(3)	Common Stock	3,353	(3)	0	D
Restricted Stock Units	$0	02/10/2026		M			2,980	(5)	(5)	Common Stock	2,980	(5)	2,980	D
Restricted Stock Units	$0	02/10/2026		M			1,722	(7)	(7)	Common Stock	1,722	(7)	3,443	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.

Remarks:

	/s/ John E. Capps	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.

FAQ

What insider activity did John Edward Capps report for Element Solutions Inc (ESI)?

John Edward Capps reported the vesting of performance stock units and restricted stock units that converted into Element Solutions common stock at a zero exercise price, followed by share dispositions used to cover tax withholdings arising from those vesting events.

Were the Element Solutions Inc (ESI) shares reported by Capps sold on the open market?

The reported share dispositions were coded as tax-withholding transactions at a price of $31.97 per share, used to pay exercise price or tax liabilities, rather than discretionary open-market sales initiated for portfolio or cash-raising purposes.

What types of equity awards vested for John Edward Capps at Element Solutions Inc (ESI)?

Capps reported settlement of a performance restricted stock unit award first disclosed in 2023 and several restricted stock unit tranches granted in 2023, 2024, and 2025, each converting into Element Solutions common shares according to their respective award terms.

How many Element Solutions Inc (ESI) shares does Capps own after these transactions?

Following the February 2026 equity award vesting and related tax-withholding share dispositions, John Edward Capps is shown as directly owning 685,916 shares of Element Solutions Inc common stock, reflecting his beneficial ownership after all reported movements.

At what price were Element Solutions Inc (ESI) shares used for Capps’ tax withholding?

Shares disposed of to satisfy tax withholdings tied to the vesting of Capps’ performance and restricted stock units were recorded at a transaction price of $31.97 per share, according to the Form 4 non-derivative transaction table.

What role does John Edward Capps hold at Element Solutions Inc (ESI)?

In this filing, John Edward Capps is identified as an officer of Element Solutions Inc with the title “Of Counsel,” indicating a senior legal or advisory role alongside his reported ownership of company common stock and equity-based compensation awards.