Tax withholding trims LyondellBasell (NYSE: LYB) SVP share stake

Rhea-AI Filing Summary

LyondellBasell Industries N.V. senior vice president and chief accounting officer Matthew D. Hayes reported automatic tax-withholding transactions tied to restricted stock unit vesting. On February 22 and 23, 2026, a total of 195 Class A Ordinary Shares were withheld at about $56.66 per share to satisfy tax obligations when 237 and 417 RSU-based shares vested, respectively. Following these dispositions, Hayes directly held about 4,928 Class A shares, along with thousands of additional unvested RSUs scheduled to vest on various dates from 2026 through 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)
02/22/2026

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	02/22/2026		F		71(1)	D	$56.67	5,052.1796(2)	D
Class A Ordinary Shares	02/23/2026		F		124(3)	D	$56.66	4,928.1796(4)	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. On February 22, 2026 the reporting person's restricted stock units automatically vested 237 shares. 71 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

2. Includes 2,683 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, 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. On February 23, 2026 the reporting person's restricted stock units automatically vested 417 shares. 124 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

4. Includes 2,266 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 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.

Remarks:

	/s/ Lara A. Mason, Attorney-in-Fact	02/24/2026
	** 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 Matthew Hayes report on this Form 4?

Matthew D. Hayes reported two tax-withholding dispositions of LyondellBasell Class A shares. In total, 195 shares were withheld by the issuer at prices near $56.66 per share to cover tax obligations arising from automatic vesting of restricted stock units.

Were the LYB shares in Matthew Hayes’ Form 4 open-market sales?

No, the reported LYB transactions were tax-withholding dispositions, not open-market sales. Shares were automatically withheld by LyondellBasell to satisfy withholding obligations when Hayes’ restricted stock units vested according to the company’s long-term incentive plan schedules.

How many LYB shares were withheld for Matthew Hayes’ taxes and at what prices?

A total of 195 Class A shares were withheld for tax purposes: 71 shares at $56.67 and 124 shares at $56.66. These withholding transactions were automatically executed in connection with vesting of restricted stock units granted to Matthew Hayes.

How many LyondellBasell shares does Matthew Hayes hold after these transactions?

After the reported tax-withholding transactions, Matthew Hayes directly held about 4,928.1796 LyondellBasell Class A Ordinary Shares. This figure reflects his remaining direct ownership following the automatic withholding of 195 shares to cover associated tax obligations on vested restricted stock units.

What restricted stock units (RSUs) for LYB vested for Matthew Hayes in February 2026?

On February 22, 2026, 237 RSU-based shares vested for Matthew Hayes, and on February 23, 2026, another 417 RSU-based shares vested. In each case, a portion of the vested shares was withheld by LyondellBasell to satisfy tax withholding requirements.

Does Matthew Hayes still hold unvested LYB restricted stock units after these events?

Yes, the filing notes that Hayes continues to hold thousands of unvested restricted stock units. These RSUs were granted under LyondellBasell’s long-term incentive plan and are scheduled to vest on multiple dates between 2026 and 2028, subject to the original award terms.