Form 4: Element Solutions CFO Dorman's Equity Activity

Element Solutions Inc's CFO, Carey J. Dorman, reported the settlement of various equity awards and new grants of performance and restricted stock units.

Summary

• CFO Carey J. Dorman acquired a total of 62,311 shares of Element Solutions Inc common stock through the settlement of previously granted performance and restricted stock units on February 10, 2026.
• These settlements included 45,273 shares from 2023 Performance Stock Units, 5,589 shares from 2023 Restricted Stock Units, 5,960 shares from 2024 Restricted Stock Units, and 5,489 shares from 2025 Restricted Stock Units.
• On February 11, 2026, Dorman disposed of a total of 33,452 shares at a price of $31.97 per share to cover tax withholdings due upon the vesting of these equity awards.
• Dorman was granted 47,451 new Performance Stock Units (PRSUs) on February 10, 2026, which could result in up to 142,353 shares of common stock based on performance targets through December 31, 2028.
• Additionally, Dorman received a grant of 23,724 new Restricted Stock Units (RSUs) on February 10, 2026, which will vest in one-third increments over the next three years.
• Following these transactions, Dorman beneficially owns 334,577 shares of common stock directly, along with 47,451 PRSUs and 40,661 RSUs.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it reflects routine executive compensation activity, including significant new performance-based equity grants that align the CFO's interests with long-term shareholder value.

Positives

• CFO Carey J. Dorman received new grants of 47,451 Performance Stock Units (PRSUs) and 23,724 Restricted Stock Units (RSUs), aligning executive incentives with long-term company performance.
• The PRSUs have a potential payout of up to 142,353 shares, contingent on achieving adjusted EBITDA compound annual growth, adjusted EPS goals, and relative Total Shareholder Return (TSR) by December 31, 2028.
• The executive continues to hold a significant number of shares (334,577 common shares directly) after the transactions, demonstrating continued vested interest in the company's success.

Negatives

• A total of 33,452 shares were disposed of to cover tax withholdings, which is a common practice upon equity award vesting but represents a reduction in the executive's direct shareholding.

Future Outlook

The newly granted Performance Stock Units are tied to the achievement of specific adjusted EBITDA compound annual growth and adjusted earnings per share goals for a performance period ending on December 31, 2028, and a relative total shareholder return modifier, indicating management's focus on long-term financial and shareholder value creation.

Industry Context

StockSavvy.ai notes that the grant of performance-based equity awards to key executives like the CFO is a standard practice across many industries, particularly in specialty chemicals, to align management incentives with long-term shareholder value creation and strategic objectives. The structure of these awards, linking to EBITDA, EPS, and TSR, reflects a common approach to executive compensation in competitive markets.

Related Party Transactions

• The transactions involve an executive officer of Element Solutions Inc, which are inherently related-party dealings in the context of insider reporting.

Stakeholder Impact

• Shareholders: The grant of new performance and restricted stock units could lead to future dilution if all units vest, but also aligns executive incentives with shareholder returns. The tax-related sales are a minor reduction in the executive's direct holdings.

Next Steps

• New Restricted Stock Units will vest in one-third increments over the next three years.
• Performance Stock Units are subject to performance achievement through December 31, 2028.

Key Dates

Keywords

Element Solutions Inc, ESI, Carey J. Dorman, CFO, Insider Trading, Form 4, Equity Awards, Restricted Stock Units, Performance Stock Units, Executive Compensation, Share Ownership