LyondellBasell (LYB) EVP logs stock grants and tax withholdings

Rhea-AI Filing Summary

LyondellBasell Industries EVP Tracey D. Campbell reported equity compensation activity in Class A ordinary shares. On February 18, 2026, she acquired 577 and 209 shares through performance-based stock unit awards and related dividend equivalents, and had 62 and 172 shares withheld at $55.97 per share to cover tax obligations. After these transactions, she held 13,666.36 shares directly and 5,501.09 shares indirectly through her spouse.

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^*

Campbell Tracey D

(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, Sustainability & Corp Aff

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		62(1)	D	$55.97	13,052.36(2)	D
Class A Ordinary Shares	02/18/2026		F		172(3)	D	$55.97	12,880.36(2)	D
Class A Ordinary Shares	02/18/2026		A		577(4)	A	$55.97	13,457.36(2)	D
Class A Ordinary Shares	02/18/2026		A		209(5)	A	$55.97	13,666.36(2)	D
Class A Ordinary Shares								5,501.09	I	By Spouse

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 for dividend equivalents accrued of 209 shares in connection with performance-based stock units granted to the Reporting Person on February 23, 2023.

2. Includes 6,427 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 1,155 granted on February 23, 2023 that vest on February 23, 2026; 2,205 granted on February 22, 2024 of which 735 were deferred on February 22, 2025, 735 vest on February 22, 2026; 735 vest on February 22, 2027 and 3,067 granted on February 27, 2025 of which 1,023 vest on February 27, 2026, 1,022 vest on February 27, 2027 and 1,022 vest on February 27, 2028.

3. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 577 shares of 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 Tracey D. Campbell report?

Tracey D. Campbell reported equity compensation activity, including stock awards and tax-withholding dispositions. She received performance-based stock units and related dividend-equivalent shares, while a portion of shares was withheld to satisfy associated tax obligations at a reported price of $55.97 per share.

How many LyondellBasell (LYB) shares did the EVP acquire and for what reason?

She acquired 577 and 209 Class A ordinary shares. These shares were earned from previously granted performance-based stock units and settlement of dividend equivalents under LyondellBasell’s long-term incentive plan, following certification of performance and continued employment conditions.

What were the tax-withholding share dispositions reported for LYB?

The filing reports dispositions of 62 and 172 Class A shares. These were labeled as tax-withholding transactions, meaning shares were delivered back to the issuer at $55.97 per share to cover income tax obligations tied to vested stock-based awards.

What are Tracey D. Campbell’s LYB share holdings after these transactions?

Following the reported transactions, she directly held 13,666.36 Class A ordinary shares. In addition, the filing shows an indirect holding of 5,501.09 shares through her spouse, reflecting both her personal and family-related ownership interests in LyondellBasell.

How do restricted stock units factor into LYB EVP Tracey Campbell’s ownership?

The filing notes 6,427 restricted stock units granted under LyondellBasell’s long-term incentive plan, vesting in tranches through February 2028. These units represent potential future share deliveries, subject to vesting schedules, and are separate from her currently owned Class A shares.

Is the LYB insider transaction a market buy or sell of shares?

The reported activity reflects equity awards and tax withholding, not open-market buying or selling. Shares were acquired through vesting of performance-based stock units and dividend equivalents, while some shares were withheld to satisfy related tax liabilities rather than sold in the public market.