Westlake (NYSE: WLK) chair awarded equity, uses shares to cover tax

Rhea-AI Filing Summary

Westlake Corp Senior Chairman James Chao reported multiple equity compensation transactions. He received an employee stock option grant for 27,382 shares and 7,472 restricted stock units, both awarded at no cash cost as part of his compensation.

Performance-based stock units also vested into common shares. This vesting delivered 3,884 shares of common stock, while 1,569 shares were disposed of to satisfy tax obligations at a weighted average price of $94.101 per share. After these transactions, he directly holds 49,774 common shares, plus the newly granted options and RSUs.

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^*

Chao James

(Last) (First) (Middle)

2801 POST OAK BLVD., STE. 600

(Street)

HOUSTON TX 77056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTLAKE CORP [ WLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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
Common Stock	02/19/2026		A		3,884(1)	A	$0	51,343	D
Common Stock	02/20/2026		F		1,569(2)	D	$94.101(3)	49,774	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
Employee Option (right to buy)	$94.48	02/20/2026		A		27,382		(4)	02/20/2036	Common Stock	27,382	$0	27,382	D
Restricted Stock Units	(5)	02/20/2026		A		7,472		(6)	(6)	Common Stock	7,472	$0	7,472	D

Explanation of Responses:

1. Represents shares of common stock that vested on February 19, 2026, upon the determination by the Compensation Committee of the Issuer's Board of Directors of the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") granted to the Reporting Person on February 17, 2023, under the terms of the Issuer's 2013 Omnibus Incentive Plan.

2. Shares otherwise issuable were witheld to satisfy tax obligations arising out of vesting of the Reporting Person's PSUs.

3. Weighted average price. These shares were sold in multiple transactions at prices ranging from $94.10 to $94.38, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

4. The stock options are excercisable in three installments of 33%, 33% and 34% on February 20, 2027, 2028 and 2029, respectively.

5. Each restricted stock unit ("RSU") represents a contingent right to recieve one share of the Issuer's common stock.

6. All of the RSUs will vest on February 20, 2029.

	James Chao by J. Feng, POA	02/23/2026
	** 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 equity awards did James Chao report in Westlake (WLK) Form 4?

James Chao reported an employee stock option grant for 27,382 shares and 7,472 restricted stock units. These awards were granted at no cash cost as part of his compensation from Westlake under the company’s incentive plans.

How many Westlake (WLK) shares vested for James Chao from performance units?

Performance stock units vested into 3,884 shares of common stock for James Chao. The vesting followed the compensation committee’s determination that performance criteria under PSUs granted in February 2023 had been satisfied.

Why did James Chao dispose of Westlake (WLK) shares in this Form 4?

James Chao disposed of 1,569 common shares to satisfy tax obligations arising from PSU vesting. The shares were delivered at a weighted average price of $94.101 per share, consistent with a tax-withholding disposition rather than an open-market sale.

What is James Chao’s common stock holding in Westlake (WLK) after these transactions?

After the reported transactions, James Chao directly holds 49,774 shares of Westlake common stock. This figure reflects the PSU-related vesting and the share disposition used to cover associated tax liabilities on the award.

When do James Chao’s new Westlake (WLK) stock options and RSUs vest?

The newly granted stock options become exercisable in three installments of 33%, 33%, and 34% on February 20, 2027, 2028, and 2029. All 7,472 RSUs are scheduled to vest on February 20, 2029.

What does each restricted stock unit represent for Westlake (WLK) awards?

Each restricted stock unit, or RSU, represents a contingent right to receive one share of Westlake common stock. The units convert into actual shares only upon vesting according to the specified schedule and conditions in the company’s incentive plan.