LyondellBasell (NYSE: LYB) EVP reports equity awards and tax share moves

Rhea-AI Filing Summary

LyondellBasell Industries N.V. executive vice president and general counsel Jeffrey A. Kaplan reported equity award activity in Class A ordinary shares. On February 18, 2026, he had 2,752 performance-based stock units vest under the company’s long-term incentive plan, with shares earned based on performance and continued employment.

To satisfy related tax withholding obligations, 728 shares and 243 shares were disposed of through tax-withholding transactions at $55.97 per share. Kaplan also acquired 996 shares from the settlement of dividend equivalents tied to the same performance-based stock units. Following these transactions, he directly held 88,596 shares, which the disclosure states includes 24,251 restricted stock units scheduled to vest 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

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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^*

Kaplan Jeffrey A

(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 and General Counsel

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		728(1)	D	$55.97	85,091(2)	D
Class A Ordinary Shares	02/18/2026		F		243(3)	D	$55.97	84,848(2)	D
Class A Ordinary Shares	02/18/2026		A		2,752(4)	A	$55.97	87,600(2)	D
Class A Ordinary Shares	02/18/2026		A		996(5)	A	$55.97	88,596(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 2,752 shares of performance-based stock units granted to the Reporting Person on February 23, 2023.

2. Includes 24,251 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 5,504 granted on February 23, 2023 that vest on February 23, 2026; 3,218 granted on February 22, 2024 that vest on February 22, 2026; 3,218 granted on February 22, 2024 that vest on February 22, 2027; 4,105 granted on February 27, 2025 that vest on February 27, 2026; 4,103 granted on February 27, 2025 that vest on February 27, 2027 and 4,103 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 996 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
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FAQ

What insider transactions did LYB executive Jeffrey Kaplan report?

Jeffrey A. Kaplan reported a mix of equity award vesting and tax-withholding transactions. Performance-based stock units vested, some shares were withheld for taxes, and additional shares were issued from dividend equivalents, all in Class A ordinary shares under LyondellBasell’s long-term incentive plan.

How many LyondellBasell (LYB) shares were used to cover Kaplan’s tax obligations?

Kaplan used 728 shares and 243 shares, both at $55.97 per share, to satisfy tax withholding obligations. These were coded as tax-withholding dispositions related to the vesting of performance-based stock units and associated dividend equivalents granted on February 23, 2023.

What equity awards vested for LyondellBasell (LYB) executive Jeffrey Kaplan?

2,752 performance-based stock units vested for Kaplan in connection with a prior grant dated February 23, 2023. The number of shares earned depended on achieving specified performance objectives and maintaining continued employment, and the units fully vested after certification on February 18, 2026.

How many LYB shares did Kaplan hold after the reported transactions?

After the reported transactions, Kaplan directly held 88,596 Class A ordinary shares. This total includes 24,251 restricted stock units granted under LyondellBasell’s long-term incentive plan, with multiple tranches scheduled to vest between February 2026 and February 2028.

What are the details of Kaplan’s restricted stock units in LYB?

Kaplan’s holdings include 24,251 restricted stock units granted under the long-term incentive plan. These consist of several grants between 2023 and 2025, with distinct tranches scheduled to vest on February 23, 2026, February 22, 2026 and 2027, and February 27, 2026, 2027 and 2028.