Were Torkel Rhenman’s LYB share disposals open-market sales?

No, the disposals were tax-withholding transactions, not open-market sales. The filing states shares were used to satisfy tax obligations arising from vesting of performance-based stock units and settlement of dividend-equivalent shares granted under LyondellBasell’s long-term incentive plan.

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

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

LyondellBasell Industries EVP Torkel Rhenman reported multiple equity-related transactions in Class A Ordinary Shares. On February 18, 2026, he disposed of 828 and 281 shares to cover tax withholding obligations tied to performance-based stock units and related dividend equivalents. He also acquired 3,180 shares from vested performance-based stock units and 1,150 shares from dividend equivalent settlements under the company’s long-term incentive plan, all held directly.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Rhenman Torkel

Role EVP, Adv Polymer Solutions

Type	Security	Shares	Price	Value
Tax Withholding	Class A Ordinary Shares	828	$55.97	$46K
Tax Withholding	Class A Ordinary Shares	281	$55.97	$16K
Grant/Award	Class A Ordinary Shares	3,180	$55.97	$178K
Grant/Award	Class A Ordinary Shares	1,150	$55.97	$64K

Holdings After Transaction: Class A Ordinary Shares — 93,826 shares (Direct)

Footnotes (1)

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 3,180 shares of performance-based stock units granted to the Reporting Person on February 23, 2023. Includes 26,401 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 6,361 granted on February 23, 2023 that vest on February 23, 2026; 3,473 granted on February 22, 2024 that vest on February 22, 2026; 3,473 granted on February 22, 2024 that vest on February 22, 2027; 4,366 granted on February 27, 2025 that vest on February 27, 2026; 4,364 granted on February 27, 2025 that vest on February 27, 2027 and 4,364 granted on February 27, 2025 that vest on February 27, 2028. Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 1,150 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 - 05:20 PM

FAQ

What insider transactions did LYB executive Torkel Rhenman report on February 18, 2026?

Torkel Rhenman reported both share disposals and acquisitions on February 18, 2026. He disposed of 828 and 281 shares for tax withholding and acquired 3,180 vested performance-based shares plus 1,150 dividend-equivalent shares under LyondellBasell’s long-term incentive plan.

What new LYB shares did Torkel Rhenman acquire through awards?

He acquired 3,180 shares earned from performance-based stock units and 1,150 shares from dividend-equivalent settlements. These shares were granted under LyondellBasell’s long-term incentive plan and became deliverable after performance objectives and continued employment conditions were certified as satisfied.

How are restricted stock units reflected in Torkel Rhenman’s LYB holdings?

His holdings include 26,401 restricted stock units granted under the long-term incentive plan. These RSUs were granted across 2023, 2024, and 2025, with scheduled vesting dates between February 23, 2026 and February 27, 2028, subject to the original award terms.

What do the performance-based stock unit footnotes explain for LYB’s Form 4?

The footnotes explain that certain shares were earned from performance-based stock units granted on February 23, 2023. Vesting depended on achieving specific performance objectives and continued employment, with full vesting on February 18, 2026 after certification by LyondellBasell’s Compensation & Talent Development Committee.

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^*

Rhenman Torkel

(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, Adv Polymer Solutions

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		828⁽¹⁾	D	$55.97	93,826⁽²⁾	D
Class A Ordinary Shares	02/18/2026		F		281⁽³⁾	D	$55.97	93,545⁽²⁾	D
Class A Ordinary Shares	02/18/2026		A		3,180⁽⁴⁾	A	$55.97	96,725⁽²⁾	D
Class A Ordinary Shares	02/18/2026		A		1,150⁽⁵⁾	A	$55.97	97,875⁽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 3,180 shares of performance-based stock units granted to the Reporting Person on February 23, 2023.

2. Includes 26,401 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 6,361 granted on February 23, 2023 that vest on February 23, 2026; 3,473 granted on February 22, 2024 that vest on February 22, 2026; 3,473 granted on February 22, 2024 that vest on February 22, 2027; 4,366 granted on February 27, 2025 that vest on February 27, 2026; 4,364 granted on February 27, 2025 that vest on February 27, 2027 and 4,364 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 1,150 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