Welcome to our dedicated page for Element Solutions SEC filings (Ticker: ESI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Element Solutions Inc filings document the regulatory record of a specialty chemicals technology company with Electronics and Specialties operations. Recent 8-K reports furnish quarterly and annual operating results, GAAP and non-GAAP financial measures, guidance-related exhibits and material-event disclosures tied to capital structure and financing arrangements.
Proxy and annual-meeting filings cover board composition, director elections, executive compensation votes and other stockholder voting matters. The filings also record governance changes, common-stock voting results, material agreements and corporate disclosures relevant to Element Solutions' specialty chemicals businesses and public-company reporting obligations.
Element Solutions Inc announced it has entered into a merger agreement to be acquired by Solstice Advanced Materials Inc. The companies issued a joint press release and a joint investor presentation on July 6, 2026 describing the proposed transaction. The filing states Solstice will file a Registration Statement on Form S-4 and a Joint Proxy Statement/Prospectus for stockholder approvals. The communication includes customary forward-looking statements and lists regulatory, stockholder and other closing conditions.
Element Solutions Inc is set to be acquired by Solstice Advanced Materials in a cash-and-stock deal valued at about $14.5 billion, including assumed net debt. Element shareholders will receive $10.00 in cash and 0.500 Solstice shares per Element share, for implied consideration of roughly $50.10 and a premium of about 15% over Element’s July 2, 2026 closing price.
The combined company is projected to have around $6.8 billion of 2025 net sales and $1.7 billion of Adjusted EBITDA with a 26% margin, including expected run-rate synergies. Management targets more than $180 million of annual net synergies by year three and medium-term revenue and Adjusted EBITDA growth above Solstice’s prior standalone outlook.
Element shareholders are expected to own roughly 44% of the combined company, which will operate under the Solstice name. Closing is expected in the first half of 2027, subject to shareholder and regulatory approvals and other customary conditions. Solstice has a fully committed $4.7 billion bridge facility to help fund the cash portion and expects net leverage around 3.5x at closing, with a plan to reduce it below 3x Adjusted EBITDA within 18 months.
Filon Elyse Napoli reported acquisition or exercise transactions in this Form 4 filing.
Element Solutions Inc director Elyse Napoli Filon reported compensation-related equity activity. On May 4, 2026, previously reported restricted stock units (RSUs) covering 6,539 shares vested and were settled into the same number of common shares, bringing her direct common stock holdings to 30,490 shares. She also received a new grant of 3,272 RSUs, each representing one future share of common stock. According to the terms, these RSUs vest on the earlier of May 4, 2027 or the next annual stockholder meeting, and may vest immediately upon a change of control, assuming she continues serving as a director.
Element Solutions Inc director Susan W. Sofronas reported routine equity compensation changes. She exercised 6,539 Restricted Stock Units (RSUs) that vested on May 4, 2026, receiving the same number of common shares and bringing her direct common stock holdings to 12,785 shares.
On the same date, she received a new grant of 3,272 RSUs, each representing a right to one share of common stock. These RSUs will vest on the earlier of May 4, 2027 or the next annual stockholders’ meeting, and may vest immediately upon a change of control, assuming she continues as a director through the vesting date.
Element Solutions Inc director files a Form 4 that reports no insider trading activity. The filing for director Martin E. Franklin shows zero buy, sell, acquisition, disposition, exercise, gift, tax withholding, or restructuring transactions, indicating no change in his reportable holdings during the covered period.
Fraser Christopher T. reported acquisition or exercise transactions in this Form 4 filing.
Element Solutions Inc director Christopher T. Fraser reported routine equity compensation changes. On May 4, 2026, previously reported restricted stock units (RSUs) covering 6,539 shares vested and were settled into an equal number of Element Solutions common shares, increasing his direct common stock holdings to 67,312 shares.
On the same date, Fraser received a new grant of 3,272 RSUs, each representing a right to one share of common stock. These RSUs will vest on the earlier of May 4, 2027 or the company’s next annual stockholders’ meeting, subject to his continued service as a director, and may vest immediately upon a change of control.
ASHKEN IAN G H reported acquisition or exercise transactions in this Form 4 filing.
Element Solutions Inc director Ian G H Ashken reported equity compensation and ownership changes. On May 4, 2026, previously granted restricted stock units (RSUs) settled into 6,539 shares of common stock on vesting. Those shares were then transferred from his direct holdings into a revocable trust.
Ashken now indirectly holds 19,949 shares of Element Solutions common stock through the trust, while his direct common share holdings are reported as zero. He also received a new grant of 3,272 RSUs, each representing one share, which will vest on the earlier of May 4, 2027 or the company’s next annual stockholder meeting, with potential accelerated vesting upon a change of control.
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.
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.
Element Solutions Inc reported the results of its 2026 annual meeting of stockholders. Holders of 233,554,750 shares of common stock, representing about 96% of the 243,595,391 shares outstanding as of March 9, 2026, were present in person or by proxy.
Stockholders elected eight director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
However, the advisory "say-on-pay" proposal to approve compensation of named executive officers did not pass, receiving 94,453,991 votes for and 133,467,914 votes against, with 2,139,708 abstentions and 3,493,137 broker non-votes.