Insider Matthew Hayes adds LyondellBasell (LYB) shares from awards

Rhea-AI Filing Summary

LyondellBasell Industries N.V. senior vice president and chief accounting officer Matthew D. Hayes reported several equity transactions in Class A ordinary shares. On February 18, 2026, shares were both disposed of and acquired in connection with performance-based stock units and related tax obligations.

Transactions included tax-withholding dispositions of 62 and 23 shares at $55.97 per share to cover tax liabilities tied to vested awards and dividend equivalents from performance-based stock units granted on February 23, 2023. He also acquired 208 shares earned under those performance-based units and 76 shares from settlement of associated dividend equivalents, all reported as direct ownership. Following these transactions, his directly owned stake rose to 5,123.1796 Class A shares, and a footnote states that his holdings also include 2,920 restricted stock units scheduled to vest between 2026 and 2028 under the company’s long-term incentive plan.

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^*

Hayes Matthew 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)
	SVP & CAO

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	4,862.1796(2)	D
Class A Ordinary Shares	02/18/2026		F		23(3)	D	$55.97	4,839.1796(2)	D
Class A Ordinary Shares	02/18/2026		A		208(4)	A	$55.97	5,047.1796(2)	D
Class A Ordinary Shares	02/18/2026		A		76(5)	A	$55.97	5,123.1796(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 208 shares of performance-based stock units granted to the Reporting Person on February 23, 2023.

2. Includes 2,920 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 417 granted on February 23, 2023 that vest on February 23, 2026; 237 granted on February 22, 2024 that vest on February 22, 2026; 237 granted on February 22, 2024 that vest on February 22, 2027; 307 granted on February 27, 2025 that vest on February 27, 2026; 623 granted on October 15, 2024 that vest on October 15, 2026; 305 granted on February 27, 2025 that vest on February 27, 2027; 305 granted on February 27, 2025 that vest on February 27, 2028 and 489 granted on April 15, 2025 of which 163 vest on April 15, 2026, 163 vest on April 15, 2027 and 163 vest on April 15, 2028.

3. Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 76 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did LYB executive Matthew D. Hayes report on this Form 4?

Matthew D. Hayes reported both share dispositions and acquisitions in LyondellBasell Class A ordinary shares, all on February 18, 2026. Dispositions covered tax withholding, while acquisitions came from vested performance-based stock units and related dividend equivalents under the long-term incentive plan.

How many LyondellBasell (LYB) shares were withheld for Matthew Hayes’s taxes?

A total of 85 LyondellBasell Class A shares were disposed of to satisfy tax withholding obligations. This consisted of 62 shares tied to vesting performance-based stock units and 23 shares for dividend-equivalent amounts, each priced at $55.97 per share in the reported transactions.

How many LyondellBasell (LYB) shares did Matthew Hayes acquire from awards?

Matthew Hayes acquired 208 Class A shares earned from performance-based stock units and 76 shares from settlement of related dividend equivalents. These awards stemmed from grants made on February 23, 2023, under LyondellBasell’s long-term incentive plan tied to performance objectives and continued employment.

What is Matthew Hayes’s direct LyondellBasell (LYB) share ownership after these transactions?

After the reported transactions, Matthew Hayes directly owns 5,123.1796 LyondellBasell Class A ordinary shares. This figure reflects the combined effect of the tax-withholding dispositions and the award-related share acquisitions reported for February 18, 2026, under the company’s equity compensation programs.

What additional restricted stock units (RSUs) in LYB does Matthew Hayes hold and when do they vest?

Footnotes indicate Matthew Hayes holds 2,920 LyondellBasell RSUs under the long-term incentive plan. These RSUs vest in multiple tranches between February 2026 and April 2028, with specific grants dated 2023, 2024, and 2025 tied to future vesting milestones.

What do the tax-withholding dispositions on the LYB Form 4 represent for Matthew Hayes?

The tax-withholding dispositions represent shares delivered to cover tax obligations on vested equity awards. Specifically, 62 and 23 shares were used to satisfy withholding for performance-based stock units and related dividend equivalents, rather than indicating open-market sales initiated by the executive.