LyondellBasell (NYSE: LYB) EVP reports tax-withholding share disposals

Rhea-AI Filing Summary

LyondellBasell Industries EVP Kimberly A. Foley reported tax-related share dispositions tied to restricted stock vesting. On February 22, 2026, 820 Class A shares at $56.67 and on February 23, 2026, 1,356 shares at $56.66 were withheld by the issuer to cover tax obligations. After these transactions, Foley directly held 68,325.547 Class A shares, alongside additional unvested restricted stock units granted 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^*

Foley Kimberly 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, Global O&P and Refining

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		820(1)	D	$56.67	69,681.547(2)	D
Class A Ordinary Shares	02/23/2026		F		1,356(3)	D	$56.66	68,325.547(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 3,365 shares. 820 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

2. Includes 22,315 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 5,566 granted on February 23, 2023 that vest on February 23, 2026; 10,095 granted on February 22, 2024 of which 3,365 vested on February 22, 2025, 3,365 vest on February 22, 2027 and 13,384 granted on February 27, 2025 of which 4,462 vest on February 27, 2026, 4,461 vest on February 27, 2027 and 4,461 vest on February 27, 2028.

3. On February 23, 2026 the reporting person's restricted stock units automatically vested 5,566 shares. 1,356 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

4. Includes 16,749 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 10,095 granted on February 22, 2024 of which 3,365 vested on February 22, 2025, 3,365 vest on February 22, 2027 and 13,384 granted on February 27, 2025 of which 4,462 vest on February 27, 2026, 4,461 vest on February 27, 2027 and 4,461 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).
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FAQ

What insider transactions did LYB executive Kimberly Foley report?

Kimberly Foley reported two tax-withholding dispositions of LyondellBasell Class A shares, not open-market sales. Shares were withheld by the issuer in connection with the vesting of restricted stock units under the company’s long-term incentive plan.

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

Foley had 820 shares withheld on February 22, 2026 and 1,356 shares withheld on February 23, 2026. Both transactions were coded “F” as payment of tax liability by delivering securities back to the issuer.

At what prices were LYB shares withheld for Kimberly Foley’s taxes?

The issuer withheld shares at $56.67 per share on February 22, 2026 and $56.66 per share on February 23, 2026. These prices reflect the value used to satisfy Foley’s tax withholding obligations on vested restricted stock units.

How many LYB shares does Kimberly Foley hold after these transactions?

Following the reported tax-withholding transactions, Kimberly Foley directly holds 68,325.547 Class A Ordinary Shares of LyondellBasell. This figure is reported as her total direct ownership after the February 22 and 23, 2026 dispositions.

Were these LYB insider transactions open-market sales by Kimberly Foley?

No, these were not open-market sales. Both transactions are coded “F” and described as payment of tax liability by delivering securities, meaning shares were withheld by the issuer to cover taxes on vested restricted stock units.

What do the LYB Form 4 footnotes say about Kimberly Foley’s RSUs?

The footnotes explain that Foley’s restricted stock units vested automatically on February 22 and 23, 2026, and detail remaining RSU grants under the long-term incentive plan, including future scheduled vesting dates in 2026, 2027 and 2028.