LyondellBasell (NYSE: LYB) EVP gets stock awards, shares withheld

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Form Type

Rhea-AI Filing Summary

LyondellBasell Industries N.V. executive James Malcolm Seward, EVP & Chief Innovation Officer, reported stock-based compensation activity in Class A Ordinary Shares. On February 18, 2026, he received 1,319 performance-based shares that vested based on performance objectives and continued employment, plus 477 shares from dividend equivalents tied to those awards.

To cover tax withholding obligations on these vestings and dividend equivalents, 653 shares and 237 shares were disposed of through tax-withholding transactions. After these transactions, he directly held 36,709 shares, including 12,329 restricted stock units scheduled to vest in tranches between 2026 and 2028 under the company’s long-term incentive plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Seward James Malcolm

Role EVP & Chief Innovation Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Ordinary Shares	653	$55.97	$37K
Tax Withholding	Class A Ordinary Shares	237	$55.97	$13K
Grant/Award	Class A Ordinary Shares	1,319	$55.97	$74K
Grant/Award	Class A Ordinary Shares	477	$55.97	$27K

Holdings After Transaction: Class A Ordinary Shares — 35,150 shares (Direct)

Footnotes (1)

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,319 shares of performance-based stock units granted to the Reporting Person on February 23, 2023. Includes 12,329 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, 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. Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 477 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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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 05:21 PM

FAQ

What insider transactions did LYB executive James Malcolm Seward report?

James Malcolm Seward reported stock-based compensation activity, including vested performance-based stock units and dividend equivalent shares, along with related tax-withholding share dispositions. These transactions reflect routine equity compensation rather than open-market buying or selling, all tied to LyondellBasell’s long-term incentive plan and prior performance grants.

How many LyondellBasell (LYB) shares were withheld for taxes in this Form 4?

A total of 890 LyondellBasell Class A Ordinary Shares were disposed of to satisfy tax withholding obligations, split into 653 shares and 237 shares. These were linked to the vesting of performance-based stock units and dividend equivalents granted previously under the company’s long-term incentive plan.

What stock awards did LYB grant to James Malcolm Seward that vested on February 18, 2026?

LyondellBasell reported that 1,319 performance-based stock units granted on February 23, 2023 were earned and fully vested on February 18, 2026. Vesting depended on achieving specified performance objectives and continued employment, with additional shares from settled dividend equivalents also delivered to the executive at that time.

How many LyondellBasell (LYB) shares does James Malcolm Seward hold after these transactions?

Following the reported grants and tax-withholding dispositions, James Malcolm Seward directly holds 36,709 Class A Ordinary Shares. This figure includes 12,329 restricted stock units scheduled to vest in several tranches between 2026 and 2028, all under LyondellBasell’s long-term incentive compensation program.

What future vesting schedule is disclosed for LYB restricted stock units held by the executive?

The filing notes 12,329 restricted stock units with specific vesting dates: 2,639 RSUs vesting February 23, 2026, 1,696 on February 22, 2026, another 1,696 on February 22, 2027, plus three grants of 2,100, 2,099, and 2,099 RSUs vesting in 2026, 2027, and 2028 respectively.

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

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)
02/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	02/18/2026		F		653⁽¹⁾	D	$55.97	35,150⁽²⁾	D
Class A Ordinary Shares	02/18/2026		F		237⁽³⁾	D	$55.97	34,913⁽²⁾	D
Class A Ordinary Shares	02/18/2026		A		1,319⁽⁴⁾	A	$55.97	36,232⁽²⁾	D
Class A Ordinary Shares	02/18/2026		A		477⁽⁵⁾	A	$55.97	36,709⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,319 shares of performance-based stock units granted to the Reporting Person on February 23, 2023.

2. Includes 12,329 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, 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. Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 477 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).
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.

Source: View Original Filing on SEC EDGAR