Form 4: Element Solutions CEO Reports Equity Award Settlements, New Grants

Element Solutions Inc CEO Benjamin Gliklich reported the settlement of various equity awards and the grant of new performance and restricted stock units.

Summary

• Benjamin Gliklich, CEO and Director of Element Solutions Inc (ESI), reported multiple transactions involving the company's common stock.
• On February 10, 2026, Gliklich acquired 158,454 shares of common stock from the settlement of 2023 Performance Restricted Stock Units (PRSUs).
• Also on February 10, 2026, Gliklich acquired 19,561 shares, 20,861 shares, and 18,942 shares from the settlement of 1/3 increments of Restricted Stock Unit (RSU) awards granted in 2023, 2024, and 2025, respectively.
• On February 11, 2026, Gliklich disposed of a total of 82,886 shares (60,292, 7,448, 7,938, and 7,208 shares) at a price of $31.97 per share to cover tax withholdings related to the vesting of these equity awards.
• Following these transactions, Gliklich's direct beneficial ownership of common stock is 1,361,078 shares.
• Additionally, on February 10, 2026, Gliklich was granted 150,977 new Performance Stock Units (PRSUs) and 75,487 new Restricted Stock Units (RSUs).
• The new PRSUs represent a contingent right to receive up to three shares of common stock per unit (maximum 452,931 shares), subject to adjusted EBITDA, EPS growth, and relative TSR goals by December 31, 2028.
• The new RSUs represent a contingent right to receive one share of common stock per unit and will vest in 1/3 increments over the next three years.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine disclosure of executive compensation activities, including the vesting of prior awards and the grant of new performance-based incentives, which is generally neutral but reflects ongoing alignment with shareholder interests.

Positives

• Settlement of previously granted equity awards (PRSUs and RSUs) indicates successful vesting and realization of compensation.
• Grant of new Performance Stock Units (150,977 units) and Restricted Stock Units (75,487 units) aligns the CEO's future incentives with the company's long-term performance and shareholder value creation.
• New PRSUs are tied to ambitious performance metrics including adjusted EBITDA compound annual growth, adjusted earnings per share goals, and relative total shareholder return through December 31, 2028.

Negatives

• Disposal of 82,886 shares of common stock at $31.97 per share to cover tax withholdings reduces the CEO's direct beneficial ownership of common stock.

Future Outlook

The new Performance Stock Units granted to the CEO are tied to the achievement of specific adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending on December 31, 2028, along with a relative total shareholder return modifier. The new Restricted Stock Units will vest in 1/3 increments over the next three years, indicating a continued long-term incentive structure.

Industry Context

StockSavvy.ai notes these are routine insider transactions related to executive compensation, common across industries for incentivizing management and aligning their interests with long-term company performance and shareholder value.

Stakeholder Impact

• Shareholders benefit from the continued alignment of the CEO's incentives with company performance through performance-based equity awards.

Next Steps

• Vesting of new RSU grants in 1/3 increments over the next three years.
• Achievement of performance goals for new PRSUs by December 31, 2028, which will determine the final number of shares received.

Key Dates

Recommendation

This Form 4 details routine executive compensation activities, including the vesting of previously granted equity awards and the issuance of new performance and restricted stock units. While it shows continued alignment of the CEO's interests with the company's performance, it does not present new information that would fundamentally alter an investment thesis or warrant a change from a 'hold' position based solely on these transactions.

Keywords

Element Solutions Inc, ESI, Benjamin Gliklich, Form 4, Insider Trading, Stock Units, Equity Awards, CEO, Director, Performance Stock Units, Restricted Stock Units, Beneficial Ownership