STOCK TITAN

LyondellBasell (LYB) CEO logs share awards and tax withholding moves

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LyondellBasell Industries N.V. Chief Executive Officer Peter Vanacker reported equity compensation activity in Class A ordinary shares. On February 18, 2026, he acquired 5,102 shares from dividend-equivalent settlements and 14,106 shares earned from performance-based stock units under the long-term incentive plan.

To cover related tax withholding obligations, 3,435 shares and 1,448 shares were withheld and disposed of. Following these transactions, he held 160,570 Class A shares directly, including 116,241 restricted stock units scheduled to vest in tranches between 2026 and 2028.

Positive

  • None.

Negative

  • None.
Insider Vanacker Peter Z. E.
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Class A Ordinary Shares 5,102 $55.97 $286K
Tax Withholding Class A Ordinary Shares 3,435 $55.97 $192K
Tax Withholding Class A Ordinary Shares 1,448 $55.97 $81K
Grant/Award Class A Ordinary Shares 14,106 $55.97 $790K
Holdings After Transaction: Class A Ordinary Shares — 165,453 shares (Direct)
Footnotes (1)
  1. Represents shares from the settlement of dividend equivalents that accrued on the performance-based stock units prior to vesting and granted to the Reporting Person on February 23, 2023. Includes 116,241 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 28,211 granted on February 23, 2023 that vest on February 23, 2026; 15,406 granted on February 22, 2024 that vest on February 22, 2026; 15,406 granted on February 22, 2024 that vest on February 22, 2027; 19,074 granted on February 27, 2025 that vest on February 27, 2026; 19,072 granted on February 27, 2025 that vest on February 27, 2027 and 19,072 granted on February 27, 2025 vest on February 27, 2028. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 14,106 shares of performance-based stock units granted to the Reporting Person on February 23, 2023. Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 5,102 shares in connection with performance-based stock units granted to the Reporting Person on February 23, 2023. Represents shares earned in connection with the performance-based stock units previously granted and unreportable on February 23, 2023 pursuant to the issuer's long-term incentive plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 18, 2026 following certification by the Issuer's Compensation & Talent Development Committee.
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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*
Vanacker Peter Z. E.

(Last) (First) (Middle)
4TH FLOOR
ONE VINE STREET

(Street)
LONDON X0 W1J 0AH

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LyondellBasell Industries N.V. [ LYB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026
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
Class A Ordinary Shares 02/18/2026 A 5,102(1) A $55.97 165,453(2) D
Class A Ordinary Shares 02/18/2026 F 3,435(3) D $55.97 162,018(2) D
Class A Ordinary Shares 02/18/2026 F 1,448(4) D $55.97 160,570(2) D
Class A Ordinary Shares 02/18/2026 A 14,106(5) A $55.97 174,676(2) 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
Explanation of Responses:
1. Represents shares from the settlement of dividend equivalents that accrued on the performance-based stock units prior to vesting and granted to the Reporting Person on February 23, 2023.
2. Includes 116,241 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 28,211 granted on February 23, 2023 that vest on February 23, 2026; 15,406 granted on February 22, 2024 that vest on February 22, 2026; 15,406 granted on February 22, 2024 that vest on February 22, 2027; 19,074 granted on February 27, 2025 that vest on February 27, 2026; 19,072 granted on February 27, 2025 that vest on February 27, 2027 and 19,072 granted on February 27, 2025 vest on February 27, 2028.
3. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 14,106 shares of performance-based stock units granted to the Reporting Person on February 23, 2023.
4. Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 5,102 shares in connection with performance-based stock units granted to the Reporting Person on February 23, 2023.
5. Represents shares earned in connection with the performance-based stock units previously granted and unreportable on February 23, 2023 pursuant to the issuer's long-term incentive plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 18, 2026 following certification by the Issuer's Compensation & Talent Development Committee.
Remarks:
/s/ Lara A. Mason, Attorney-in-Fact 02/20/2026
** 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 transactions did LYB CEO Peter Vanacker report on February 18, 2026?

Peter Vanacker reported equity compensation activity, not open-market trades. He acquired shares from performance-based stock units and dividend-equivalent settlements, and had shares withheld to satisfy tax obligations related to these awards under LyondellBasell’s long-term incentive plan.

How many LyondellBasell (LYB) shares did the CEO acquire through awards in this Form 4?

The CEO acquired 5,102 Class A shares from dividend-equivalent settlements and 14,106 shares earned from performance-based stock units. These awards stemmed from grants originally made on February 23, 2023 under LyondellBasell’s long-term incentive plan, tied to performance objectives and continued employment.

Why were some LYB shares disposed of in Peter Vanacker’s Form 4 filing?

Shares were disposed of solely to cover tax withholding obligations. Specifically, 3,435 shares and 1,448 shares were used to satisfy taxes related to vesting performance-based stock units and associated dividend equivalents, rather than being sold in discretionary, open-market transactions.

How many LyondellBasell (LYB) restricted stock units does the CEO hold after these transactions?

After these transactions, Peter Vanacker’s holdings include 116,241 restricted stock units. These RSUs were granted on several dates between 2023 and 2025 and are scheduled to vest in multiple tranches from February 2026 through February 2028, subject to the plan terms.

What is Peter Vanacker’s direct Class A share ownership in LYB after the reported Form 4 transactions?

Following the reported equity award settlements and tax-withholding dispositions, Peter Vanacker directly holds 160,570 Class A ordinary shares of LyondellBasell. This figure reflects the net result after the grant-related acquisitions and the shares withheld to meet tax obligations on February 18, 2026.