LyondellBasell (LYB) EVP logs stock grants and tax share withholdings

Rhea-AI Filing Summary

LyondellBasell Industries N.V. executive Trisha L. Conley, EVP, People and Culture, reported stock-based compensation activity in Class A ordinary shares. On February 18, 2026, she received grants or awards of 2,004 shares tied to performance-based stock units and 725 shares from dividend-equivalent settlements under the long-term incentive plan.

On the same date, a total of 564 shares and 177 shares were disposed of through tax-withholding transactions to satisfy related tax obligations. After these transactions, she directly owned 20,937 Class A ordinary shares, and her holdings also include 17,287 restricted stock units scheduled to vest in tranches between February 2026 and February 2028.

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

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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^*

Conley Trisha L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, People and Culture

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		F		564(1)	D	$55.97	18,385(2)	D
Class A Ordinary Shares	02/18/2026		F		177(3)	D	$55.97	18,208(2)	D
Class A Ordinary Shares	02/18/2026		A		2,004(4)	A	$55.97	20,212(2)	D
Class A Ordinary Shares	02/18/2026		A		725(5)	A	$55.97	20,937(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 required to satisfy tax withholding obligations in connection with the vesting of 2,004 shares of performance-based stock units granted to the Reporting Person on February 23, 2023.

2. Includes 17,287 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 4,008 granted on February 23, 2023 that vest on February 23, 2026; 2,265 granted on February 22, 2024 that vest on February 22, 2026; 2,265 granted on February 22, 2024 that vest on February 22, 2027; 2,917 granted on February 27, 2025 that vest on February 27, 2026; 2,916 granted on February 27, 2025 that vest on February 27, 2027 and 2,916 granted on February 27, 2025 that vest on February 27, 2028.

3. Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 725 shares in connection with performance-based stock units granted to the Reporting Person on February 23, 2023.

4. 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.

5. 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.

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).
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FAQ

What insider transactions did LYB executive Trisha Conley report on this Form 4?

Trisha Conley reported stock-based compensation activity in Class A ordinary shares, including performance-based stock unit vesting, dividend-equivalent share settlements, and related tax-withholding share dispositions under LyondellBasell’s long-term incentive plan on February 18, 2026.

How many LyondellBasell (LYB) shares did Trisha Conley acquire through awards?

Trisha Conley acquired 2,004 Class A shares from performance-based stock units and 725 additional shares from dividend-equivalent settlements. Both transactions were part of previously granted long-term incentive awards that vested after performance objectives and continued employment conditions were met.

How many LYB shares were withheld for Trisha Conley’s taxes on vested awards?

A total of 564 and 177 Class A shares were disposed of through tax-withholding transactions. These shares were used to satisfy tax obligations arising from the vesting of performance-based stock units and the settlement of related dividend-equivalent shares.

What is Trisha Conley’s direct LYB share ownership after these transactions?

Following the reported Form 4 transactions, Trisha Conley directly owned 20,937 Class A ordinary shares of LyondellBasell. This figure reflects both the vested award shares she received and the shares that were withheld to cover associated tax liabilities.

What restricted stock units does LYB executive Trisha Conley hold after this Form 4?

Trisha Conley holds 17,287 restricted stock units granted under LyondellBasell’s long-term incentive plan. These RSUs were granted across 2023, 2024, and 2025 and are scheduled to vest in multiple tranches from February 2026 through February 2028.

Were Trisha Conley’s LYB transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They reflect grants and earned shares from performance-based stock units and dividend equivalents, plus share dispositions solely to cover tax withholding obligations associated with those equity awards.