Element Solutions (NYSE: ESI) CFO settles 240K-share award, withholds shares for tax

Rhea-AI Filing Summary

Element Solutions Inc executive compensation award vests and is settled in stock. On 12/10/2025, the company’s President, Enterprise Operations and Chief Financial Officer, Carey J. Dorman, settled a share award covering 240,000 shares of common stock. After this transaction, he directly owned 305,718 shares.

To cover estimated taxes on the vesting, 132,720 shares were withheld at a price of $27.58 per share. In a separate move the same day, 16,399 shares were gifted to a charitable donor advised fund. The award is subject to a lock-up starting 12/10/2025, with restrictions expiring in equal parts on the first, second and third anniversaries of that date, and a prior grant of 320,000 performance restricted stock units was cancelled for no value.

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).

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^*

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)
	Pdt Enterprise Ops and CFO

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		240,000	A	(1)	454,837	D
Common Stock, par value $0.01 per share	12/10/2025		F		132,720(2)	D	$27.58	322,117	D
Common Stock, par value $0.01 per share	12/10/2025		G		16,399(3)	D	$0	305,718	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
Share Award	$0	12/10/2025		M			240,000	(1)	(1)	Common Stock	240,000	(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 net 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 320,000 performance restricted stock units was cancelled for no value.

2. Represents shares withheld to satisfy the estimated tax obligations due upon vesting of the share award described in footnote 1.

3. Reflects the gift to a charitable donor advised fund of shares of the Issuer's common stock that were beneficially owned by the reporting person prior to 12/10/2025.

Remarks:

	/s/ Caroline S. Lind as Attorney-in-Fact for Carey J. Dorman	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).
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FAQ

What insider transaction did Element Solutions Inc (ESI) report for 12/10/2025?

Element Solutions Inc reported that its President, Enterprise Operations and Chief Financial Officer, Carey J. Dorman, settled a share award covering 240,000 shares of common stock on 12/10/2025, resulting in updated beneficial ownership.

How many Element Solutions Inc (ESI) shares does the executive own after the reported Form 4 transactions?

Following the reported transactions on 12/10/2025, the executive directly beneficially owned 305,718 shares of Element Solutions Inc common stock.

How were taxes handled on the Element Solutions Inc (ESI) share award vesting?

To satisfy estimated tax obligations upon vesting of the share award, 132,720 shares of Element Solutions Inc common stock were withheld at a price of $27.58 per share.

Did the Element Solutions Inc (ESI) executive make any charitable gifts of stock?

Yes. The Form 4 notes that 16,399 shares of Element Solutions Inc common stock were gifted to a charitable donor advised fund that held shares previously beneficially owned by the executive.

What happened to the previously granted performance restricted stock units at Element Solutions Inc (ESI)?

On 12/10/2025, the executive’s previously reported executive stretch share grant of 320,000 performance restricted stock units was cancelled for no value, as described in the Form 4 footnotes.

Are there lock-up restrictions on the newly vested Element Solutions Inc (ESI) shares?

Yes. Under the award terms, the net vested shares are subject to a lock-up effective 12/10/2025, with restrictions expiring ratably on the first, second and third anniversary of that lock-up date.