LyondellBasell (NYSE: LYB) SVP awarded 4,032 shares; 92 withheld for tax

Rhea-AI Filing Summary

LyondellBasell Industries N.V. senior vice president and chief accounting officer Matthew D. Hayes reported routine equity compensation activity. On February 28, 2026, he acquired 4,032 Class A Ordinary Shares at $0 per share as a grant under the company’s long-term incentive plan. On February 27, 2026, 92 shares were disposed of at $57.52 per share to satisfy tax withholding when 307 restricted stock units vested, meaning this was not an open-market sale. Following these transactions, he directly held 8,868.1796 shares. Footnotes also show he holds additional restricted stock units that vest in tranches from 2026 through 2029.

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)
02/27/2026

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	02/27/2026		F		92(1)	D	$57.52	4,836.1796(2)	D
Class A Ordinary Shares	02/28/2026		A		4,032	A	$0.00	8,868.1796(3)	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 27, 2026 the reporting person's restricted stock units automatically vested 307 shares. 92 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

2. Includes 1,959 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; 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. Includes 5,991 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; 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. The 4,032 RSUs reported on this Form 4 vest as follows: 1,344 vest on February 28, 2027, 1,344 vest on February 28, 2028 and 1,344 vest on February 28, 2029.

Remarks:

	/s/ Lara A. Mason, Attorney-in-Fact	03/03/2026
	** 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 did LYB executive Matthew D. Hayes report on this Form 4?

Matthew D. Hayes reported a stock grant and a small tax-related share disposition. He received 4,032 Class A Ordinary Shares at no cost and had 92 shares withheld to cover tax obligations when restricted stock units vested.

How many LyondellBasell (LYB) shares did Hayes acquire in the grant?

Hayes acquired 4,032 Class A Ordinary Shares through a grant at a price of $0 per share. This reflects equity compensation awarded under LyondellBasell’s long-term incentive plan rather than an open-market purchase of stock.

Why were 92 LYB shares disposed of at $57.52 on February 27, 2026?

The 92 shares were withheld by the issuer at $57.52 per share to satisfy tax withholding obligations. This occurred when 307 restricted stock units vested, so the disposition represents a tax-withholding event, not a discretionary market sale.

How many LYB shares does Matthew D. Hayes hold after these transactions?

After the reported transactions, Hayes directly holds 8,868.1796 Class A Ordinary Shares. This total reflects the net result of the 4,032-share grant and the 92-share tax withholding disposition reported in the Form 4 filing.

What restricted stock units (RSUs) does Hayes hold in LyondellBasell (LYB)?

Footnotes state Hayes holds RSUs granted under the long-term incentive plan, including awards from 2024 and 2025. These RSUs vest in multiple tranches between 2026 and 2029, providing additional potential share delivery over that period.

Is the 92-share LYB disposition on this Form 4 an insider sale?

The 92-share disposition is described as tax withholding, not an open-market sale. Shares were withheld by LyondellBasell to pay the issuer’s tax obligations when 307 restricted stock units automatically vested for Hayes.