SCHEDULE: Franklin Group Exits 5% Stake in Element Solutions

Martin E. Franklin and associated entities have filed an exit Schedule 13D, reporting a reduction in their beneficial ownership of Element Solutions Inc common stock below the 5% threshold following the termination of a key proxy agreement.

Summary

• The filing is Amendment No. 12 to the Schedule 13D for Element Solutions Inc, serving as an 'exit filing' for the Reporting Persons.
• On March 23, 2026, the Irrevocable Proxy Agreement dated February 27, 2020, between Martin E. Franklin and Tasburgh, LLC, was terminated, effective immediately.
• As a result of the termination, Martin E. Franklin no longer has beneficial ownership of the 1,353,995 shares of Common Stock owned by Tasburgh, LLC.
• The Reporting Persons, including Martin E. Franklin, ceased to be beneficial owners of more than five percent of Element Solutions Inc's Common Stock outstanding.
• As of the filing date, Martin E. Franklin beneficially owns 11,282,983 shares, representing approximately 4.6% of the outstanding Common Stock.
• Other reporting persons' beneficial ownership includes: Martin E. Franklin Revocable Trust with 8,603,806 shares (3.5%), MEF Holdings, LLLP with 7,699,912 shares (3.2%), MEF Holdings II, LLLP with 1,784,500 shares (0.7%), and Ian G.H. Ashken with 1,674,285 shares (0.7%).
• The calculation of percentages is based on 243,578,414 shares of Common Stock outstanding on February 12, 2026, as reported in the Issuer's Annual Report on Form 10-K filed on February 18, 2026.
• No other transactions were effected by the Reporting Persons in the past 60 days, except as described in the filing.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a procedural filing reflecting a change in beneficial ownership reporting, with no explicit positive or negative implications for the company's operational performance or immediate financial health.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or operations.

Industry Context

StockSavvy.ai notes that a reduction in a prominent investor's reported stake, such as Martin E. Franklin's, often signals a shift in strategic involvement or a realization of investment objectives. This could be viewed differently by the market depending on Franklin's historical role and influence at Element Solutions, potentially impacting investor sentiment regarding institutional support.

Corporate Governance

Related Party Transactions

• The termination of the Irrevocable Proxy Agreement between Martin E. Franklin and Tasburgh, LLC (an entity associated with Ian G.H. Ashken, also a reporting person) is a related party transaction.

Stakeholder Impact

• Shareholders will observe a reduction in the reported beneficial ownership of a significant investor group, which may lead to questions about the long-term commitment or strategic direction of these investors concerning Element Solutions Inc.

Next Steps

• The filing constitutes an 'exit filing' for the Reporting Persons, meaning they are no longer required to file Schedule 13D amendments for this stake.

Key Dates

Recommendation

The filing primarily details a change in beneficial ownership reporting, specifically the termination of a proxy agreement and the reporting persons falling below the 5% threshold. While a reduction in a prominent investor's stake can sometimes signal concerns, this filing does not provide any fundamental operational or financial data to warrant a 'buy' or 'sell' recommendation. Investors should 'hold' and monitor future company performance and other market developments.

Keywords

Element Solutions Inc, ESI, Schedule 13D, beneficial ownership, proxy agreement, Martin E. Franklin, institutional investor, ownership change, SEC filing