LyondellBasell (NYSE: LYB) EVP uses share withholding to cover RSU taxes

Rhea-AI Filing Summary

LyondellBasell Industries N.V. executive vice president and general counsel Jeffrey A. Kaplan reported tax-related share withholdings linked to vesting equity awards. On February 22, 2026, 3,218 restricted stock units vested and 784 Class A ordinary shares were withheld by the issuer to cover tax obligations at about $56.67 per share. On February 23, 2026, 5,504 restricted stock units vested and 1,341 shares were similarly withheld at about $56.66 per share. After these transactions, Kaplan directly holds 86,471 Class A ordinary shares, including 15,529 restricted stock units scheduled to vest between 2026 and 2028 under the company’s long-term incentive plan. These code F transactions reflect tax-withholding dispositions rather than open-market buying or selling.

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^*

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)
02/22/2026

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		784(1)	D	$56.67	87,812(2)	D
Class A Ordinary Shares	02/23/2026		F		1,341(3)	D	$56.66	86,471(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 3,218 shares. 784 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

2. Includes 21,033 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, 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. On February 23, 2026 the reporting person's restricted stock units automatically vested 5,504 shares. 1,341 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

4. Includes 15,529 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 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.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did LYB executive Jeffrey Kaplan report?

Jeffrey Kaplan reported two tax-withholding dispositions tied to restricted stock unit vesting. The issuer withheld 784 shares on February 22, 2026, and 1,341 shares on February 23, 2026, to satisfy tax obligations rather than executing open-market sales.

How many LYB shares does Jeffrey Kaplan hold after these transactions?

After the reported transactions, Jeffrey Kaplan directly holds 86,471 Class A ordinary shares of LyondellBasell. This total includes 15,529 restricted stock units that remain unvested and are scheduled to vest between 2026 and 2028 under the company’s long-term incentive plan.

Were Jeffrey Kaplan’s LYB share transactions open-market sales?

No, the Form 4 classifies both transactions as code F tax-withholding dispositions. Shares were withheld by LyondellBasell to cover tax liabilities arising from restricted stock unit vesting, not through discretionary open-market selling by Kaplan.

What LYB restricted stock units vested for Jeffrey Kaplan in February 2026?

On February 22, 2026, 3,218 restricted stock units vested for Jeffrey Kaplan. On February 23, 2026, another 5,504 restricted stock units vested. Portions of the resulting shares, 784 and 1,341 respectively, were withheld by the issuer for tax obligations.

What future LYB restricted stock units are scheduled for Jeffrey Kaplan?

Following these vestings, Kaplan holds 15,529 unvested restricted stock units. According to the long-term incentive plan, these RSUs are scheduled to vest on February 22, 2027 and on several dates in 2026, 2027, and 2028, subject to plan terms.