Element Solutions (ESI) director Goss gains shares through RSU vesting and grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GOSS MICHAEL F reported acquisition or exercise transactions in this Form 4 filing.

Element Solutions Inc director Michael F. Goss reported equity compensation activity involving restricted stock units. On May 4, 2026, previously granted RSUs covering 6,539 shares of common stock vested and were settled, giving him the same number of common shares.

On the same date, he also received a new grant of 3,272 restricted stock units, each representing a right to receive one share of common stock in the future. These new RSUs will vest on the earlier of May 4, 2027 or the next annual stockholder meeting, if he continues serving as a director. After these transactions, he directly holds 30,490 shares of common stock and 3,272 RSUs.

Insider Trade Summary

6,539 shares exercised/converted

Mixed 3 txns

Insider GOSS MICHAEL F

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 — 30,490 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 and settled: 6,539 shares New RSU grant: 3,272 RSUs Common shares held after transactions: 30,490 shares +1 more

4 metrics

RSUs vested and settled 6,539 shares Previously granted RSUs that vested on May 4, 2026

New RSU grant 3,272 RSUs Grant on May 4, 2026 to director Michael F. Goss

Common shares held after transactions 30,490 shares Direct common stock ownership following May 4, 2026 activity

RSUs held after transactions 3,272 RSUs Unvested restricted stock units remaining after settlement and new grant

Key Terms

Restricted Stock Units, vested, change of control

3 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.

vested financial

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

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.

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^*

GOSS MICHAEL F

(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⁾	30,490	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 Michael F. Goss	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 equity transactions did Michael F. Goss report at Element Solutions (ESI)?

Michael F. Goss reported the vesting and settlement of 6,539 restricted stock units into common shares and received a new grant of 3,272 restricted stock units. All activity occurred on May 4, 2026, and involved routine director equity compensation awards.

How many Element Solutions (ESI) shares does Michael F. Goss hold after this Form 4?

After these transactions, Michael F. Goss directly holds 30,490 shares of Element Solutions common stock. He also holds 3,272 restricted stock units, each representing a contingent right to receive one additional share of common stock upon future vesting conditions.

What happened to the 6,539 restricted stock units reported by Goss for Element Solutions (ESI)?

Previously reported restricted stock units covering 6,539 shares vested on May 4, 2026 and were settled in Element Solutions common stock. Each RSU converted into one share, increasing his direct common share holdings without any reported open-market sale or purchase activity.

What are the terms of Michael F. Goss’s new 3,272 RSU grant at Element Solutions (ESI)?

Each of the 3,272 newly granted RSUs represents a right to receive one Element Solutions common share. They vest on the earlier of May 4, 2027 or the next annual stockholder meeting, provided he continues as a director, and may vest earlier upon a change of control.

Did Michael F. Goss buy or sell Element Solutions (ESI) shares on the open market?

The Form 4 shows no open-market purchases or sales. Activity consists of RSU vesting converting 6,539 units into common shares and a new grant of 3,272 RSUs, both categorized as acquisitions related to equity compensation rather than discretionary market trades.

How do the reported RSUs affect Michael F. Goss’s potential future ownership in Element Solutions (ESI)?

If all 3,272 newly granted RSUs vest, Michael F. Goss would be entitled to receive an equivalent number of Element Solutions common shares. This would increase his direct share ownership beyond the 30,490 shares he already holds following the May 4, 2026 transactions.