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LyondellBasell (NYSE: LYB) EVP logs equity vesting and tax share withholdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LyondellBasell Industries N.V. executive vice president Yvonne van der Laan reported equity-related transactions in Class A ordinary shares tied to long-term incentive awards. On February 18, 2026, 797 shares and 289 shares were acquired through grants and the settlement of performance-based stock units and related dividend equivalents at a reference price of $55.97 per share.

To cover tax withholding obligations from these vestings, 391 shares and 142 shares were disposed of, also at $55.97 per share, as payment of tax liabilities by delivering shares rather than cash. After these transactions, direct holdings were reported as 14,778 shares, which include 10,831 restricted stock units scheduled to vest in tranches between 2026 and 2028 under the company’s long-term incentive plan.

Positive

  • None.

Negative

  • None.

Insights

Routine incentive vesting with share withholding for taxes; neutral impact.

The transactions reflect standard operation of LyondellBasell’s long-term incentive plan for EVP Yvonne van der Laan. Performance-based stock units granted in 2023 vested after meeting performance objectives and continued employment, resulting in share awards and associated dividend equivalent shares.

Code F entries show 391 and 142 shares delivered to cover tax withholding, a non‑open‑market disposition. Code A entries reflect 797 and 289 shares acquired via award settlement, not market purchases. Overall, these are administrative equity compensation events rather than directional trading, so they are typically viewed as neutral from an investment perspective.

Insider van der Laan Yvonne
Role EVP, Circular & Low Carbon Sol
Type Security Shares Price Value
Tax Withholding Class A Ordinary Shares 391 $55.97 $22K
Tax Withholding Class A Ordinary Shares 142 $55.97 $8K
Grant/Award Class A Ordinary Shares 797 $55.97 $45K
Grant/Award Class A Ordinary Shares 289 $55.97 $16K
Holdings After Transaction: Class A Ordinary Shares — 13,834 shares (Direct)
Footnotes (1)
  1. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 797 shares of performance-based stock units granted to the Reporting Person on February 23, 2023. Includes 10,831 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 1,595 granted on February 23, 2023 that vest on February 23, 2026; 1,400 granted on February 22, 2024 that vest on February 22, 2026; 1,400 granted on February 22, 2024 that vest on February 22, 2027; 2,146 granted on February 27, 2025 that vest on February 27, 2026; 2,145 granted on February 27, 2025 that vest on February 27, 2027 and 2,145 granted on February 27, 2025 that vest on February 27, 2028. Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 289 shares in connection with performance-based stock units granted to the Reporting Person on February 23, 2023. 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. 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.
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FAQ

What did LYB executive Yvonne van der Laan report in this Form 4?

Yvonne van der Laan reported equity incentive activity in LyondellBasell Class A shares. Awards from performance-based stock units and dividend equivalents vested, and some shares were withheld to cover tax obligations, resulting in both acquisitions and disposals on February 18, 2026 under the company’s long-term incentive plan.

How many LyondellBasell (LYB) shares were disposed of for taxes?

A total of 533 LyondellBasell Class A shares were disposed of to satisfy tax withholding. The Form 4 lists 391 shares and 142 shares with transaction code F, described as payment of tax liability by delivering securities rather than an open-market sale, at $55.97 per share.

How many LyondellBasell (LYB) shares did Yvonne van der Laan acquire?

She acquired 1,086 Class A shares through equity awards. The filing shows 797 shares earned from performance-based stock units and 289 shares from dividend equivalent settlements, both reported with transaction code A as grant or award acquisitions tied to earlier grants made in February 2023.

What is Yvonne van der Laan’s reported LYB shareholding after these transactions?

After the reported transactions, direct holdings total 14,778 Class A shares. This figure includes 10,831 restricted stock units granted under LyondellBasell’s long-term incentive plan, vesting in multiple tranches between 2026 and 2028, as detailed in the footnotes of the Form 4 filing.

Are the LYB share disposals by Yvonne van der Laan open-market sales?

No, the disposals are tax-withholding transactions, not open-market sales. Both are coded F, described as payment of tax liability by delivering securities. They represent shares withheld in connection with vesting of performance-based stock units and related dividend equivalents granted in February 2023.

What performance conditions applied to Yvonne van der Laan’s LYB stock units?

The performance-based stock units were earned based on achieving specified performance objectives and maintaining employment. The Form 4 notes these shares fully vested on February 18, 2026 after certification by LyondellBasell’s Compensation & Talent Development Committee 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
van der Laan Yvonne

(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, Circular & Low Carbon Sol
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 391(1) D $55.97 13,834(2) D
Class A Ordinary Shares 02/18/2026 F 142(3) D $55.97 13,692(2) D
Class A Ordinary Shares 02/18/2026 A 797(4) A $55.97 14,489(2) D
Class A Ordinary Shares 02/18/2026 A 289(5) A $55.97 14,778(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 797 shares of performance-based stock units granted to the Reporting Person on February 23, 2023.
2. Includes 10,831 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 1,595 granted on February 23, 2023 that vest on February 23, 2026; 1,400 granted on February 22, 2024 that vest on February 22, 2026; 1,400 granted on February 22, 2024 that vest on February 22, 2027; 2,146 granted on February 27, 2025 that vest on February 27, 2026; 2,145 granted on February 27, 2025 that vest on February 27, 2027 and 2,145 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 289 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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