LyondellBasell (NYSE: LYB) EVP has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

LyondellBasell Industries EVP & Chief Innovation Officer James Malcolm Seward reported tax-withholding share dispositions related to restricted stock unit vesting. On February 22, 2026, 840 Class A Ordinary Shares at $56.67 were withheld to cover taxes when 1,696 RSUs vested. On February 23, 2026, 1,307 shares at $56.66 were similarly withheld when 2,639 RSUs vested. After these transactions, he directly owned 34,562 Class A shares and 7,994 unvested RSUs 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

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^*

Seward James Malcolm

(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 & Chief Innovation Officer

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		840(1)	D	$56.67	35,869(2)	D
Class A Ordinary Shares	02/23/2026		F		1,307(3)	D	$56.66	34,562(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 1,696 shares. 840 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

2. Includes 10,633 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 2,639 granted on February 23, 2023 that vest on February 23, 2026; 1,696 granted on February 22, 2024 that vest on February 22, 2027; 2,100 granted on February 27, 2025 that vest on February 27, 2026, 2,099 granted on February 27, 2025 that vest on February 27, 2027 and 2,099 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 2,639 shares. 1,307 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

4. Includes 7,994 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 1,696 granted on February 22, 2024 that vest on February 22, 2027; 2,100 granted on February 27, 2025 that vest on February 27, 2026, 2,099 granted on February 27, 2025 that vest on February 27, 2027 and 2,099 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 James Malcolm Seward report?

James Malcolm Seward reported two tax-withholding share dispositions tied to restricted stock unit vesting. On February 22 and 23, 2026, a total of 2,147 Class A shares were withheld by LyondellBasell to satisfy the company’s tax withholding obligations on vested RSUs.

How many LYB shares were withheld for taxes in this Form 4 filing?

A total of 2,147 Class A Ordinary Shares were withheld for taxes. This included 840 shares on February 22, 2026 and 1,307 shares on February 23, 2026, in connection with automatically vesting restricted stock units under LyondellBasell’s long-term incentive plan.

Were the LYB insider transactions open-market sales by the executive?

No, the Form 4 describes tax-withholding dispositions, not open-market sales. The company withheld 840 and 1,307 shares upon RSU vesting to satisfy tax obligations, which is characterized by transaction code “F” rather than discretionary buying or selling in the market.

How many LYB shares does James Malcolm Seward own after these transactions?

Following these transactions, James Malcolm Seward directly owned 34,562 Class A Ordinary Shares. In addition, he held 7,994 unvested restricted stock units scheduled to vest on various dates between February 2026 and February 2028 under LyondellBasell’s long-term incentive plan.

What restricted stock units are outstanding for the LYB executive after vesting?

After the February 2026 vesting events, James Malcolm Seward held 7,994 restricted stock units. These RSUs include grants from 2024 and 2025 that are scheduled to vest on February 22, 2027, February 27, 2026, February 27, 2027, and February 27, 2028.

What does transaction code F mean in the LYB Form 4 filing?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this LYB filing, it reflects shares withheld by the issuer to satisfy tax withholding obligations when the executive’s restricted stock units automatically vested in February 2026.