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

Rhea-AI Filing Summary

LyondellBasell Industries N.V. executive Dale D. Friedrichs, EVP, Ops Excellence and HSE, reported two tax-related share dispositions tied to restricted stock unit vesting. On February 22, 2026, 535 Class A ordinary shares were withheld at $56.67 per share to cover tax obligations on 2,428 vested RSUs. On February 23, 2026, 1,047 shares were similarly withheld at $56.66 per share after 4,296 RSUs vested. These are coded as tax-withholding dispositions rather than open-market sales, and Friedrichs continued to hold tens of thousands of shares directly following the transactions, along with additional unvested RSUs granted under the 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^*

Friedrichs Dale 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)
	EVP, Ops Excellence, HSE

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		535(1)	D	$56.67	49,138(2)	D
Class A Ordinary Shares	02/23/2026		F		1,047(3)	D	$56.66	48,091(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 2,428 shares. 535 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

2. Includes 16,013 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 4,296 granted on February 23, 2023 that vest on February 23, 2026; 2,428 granted on February 22, 2024 that vest on February 22, 2027; 3,097 granted on February 27, 2025 that vest on February 27, 2026, 3,096 granted on February 27, 2025 that vest on February 27, 2027 and 3,096 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 4,296 shares. 1,047 shares were withheld by the issuer to satisfy the issuer's tax withholding obligations.

4. Includes 11,717 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 2,428 granted on February 22, 2024 that vest on February 22, 2027; 3,097 granted on February 27, 2025 that vest on February 27, 2026, 3,096 granted on February 27, 2025 that vest on February 27, 2027 and 3,096 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).
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FAQ

What insider transactions did LYB executive Dale D. Friedrichs report on this Form 4?

Dale D. Friedrichs reported two tax-withholding dispositions of LyondellBasell Class A ordinary shares. On February 22, 2026, 535 shares were withheld, and on February 23, 2026, 1,047 shares were withheld, both to satisfy tax obligations on vested restricted stock units.

Were the LYB insider transactions by Dale D. Friedrichs open-market sales?

The transactions were not open-market sales. They were coded as tax-withholding dispositions, meaning shares were withheld by LyondellBasell to cover tax liabilities triggered when restricted stock units vested in February 2026 for the executive.

How many LyondellBasell shares were involved in Dale D. Friedrichs’ tax-withholding dispositions?

A total of 1,582 LyondellBasell Class A ordinary shares were involved. This includes 535 shares withheld on February 22, 2026, and 1,047 shares withheld on February 23, 2026, in connection with the vesting of restricted stock units.

At what prices were LYB shares valued in the Dale D. Friedrichs Form 4 transactions?

The shares were valued for reporting at per-share prices near the mid-$50s. Specifically, 535 shares used for tax withholding were valued at $56.67 each, and 1,047 shares were valued at $56.66 each in the February 2026 transactions.

Did Dale D. Friedrichs retain a significant LYB share position after the reported transactions?

Yes. After the tax-withholding dispositions, Dale D. Friedrichs continued to directly hold tens of thousands of LyondellBasell Class A ordinary shares, as well as additional unvested restricted stock units granted under the company’s long-term incentive plan.

What restricted stock unit vesting events triggered the LYB tax-withholding dispositions?

On February 22, 2026, 2,428 restricted stock units vested for Dale D. Friedrichs, and on February 23, 2026, 4,296 units vested. In each case, some shares were withheld by LyondellBasell to satisfy associated tax withholding obligations.