Form 4: Element Solutions President Reports Equity Vesting & New Awards

Matthew Liebowitz, President of Specialties at Element Solutions Inc, reported the vesting of various equity awards, subsequent tax-related share dispositions, and the grant of new performance and restricted stock units.

Summary

• Matthew Liebowitz, President, Specialties, reported multiple transactions involving Element Solutions Inc (ESI) common stock.
• On February 10, 2026, Liebowitz acquired 27,166 shares from the settlement of a 2023 performance restricted stock unit (PRSU) award.
• On February 11, 2026, 10,336 shares were disposed of at $31.97 to cover tax withholdings related to the PRSU vesting.
• On February 10, 2026, Liebowitz acquired 3,353 shares from the settlement of 1/3 of a 2023 restricted stock unit (RSU) award.
• On February 11, 2026, 1,427 shares were disposed of at $31.97 to cover tax withholdings related to this RSU vesting.
• On February 10, 2026, Liebowitz acquired 4,222 shares from the settlement of 1/3 of a 2024 RSU award.
• On February 11, 2026, 1,607 shares were disposed of at $31.97 to cover tax withholdings related to this RSU vesting.
• On February 10, 2026, Liebowitz acquired 3,875 shares from the settlement of 1/3 of a 2025 RSU award.
• On February 11, 2026, 1,475 shares were disposed of at $31.97 to cover tax withholdings related to this RSU vesting.
• Following these transactions, Liebowitz directly beneficially owned 141,164 shares of common stock.
• Additionally, on February 10, 2026, Liebowitz was granted 37,745 new Performance Stock Units (PRSUs) and 18,871 new Restricted Stock Units (RSUs).
• The new PRSUs can result in 0 to 113,235 shares, contingent on adjusted EBITDA compound annual growth and adjusted EPS goals by December 31, 2028, and a relative total shareholder return modifier.
• The new RSUs will vest in 1/3 increments over the next three years.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive filing. While the tax-related sales are neutral, the vesting of prior awards and the grant of new performance-based equity awards signal continued executive alignment with future company growth and shareholder returns.

Positives

• Vesting of previously granted equity awards indicates the achievement of performance or time-based conditions.
• Grant of new Performance Stock Units (PRSUs) and Restricted Stock Units (RSUs) aligns executive incentives with future company performance and shareholder value creation.
• The new PRSU award has a potential payout of up to 113,235 shares, contingent on strong financial performance and relative total shareholder return through December 31, 2028.

Negatives

• Disposition of 14,845 shares (10,336 + 1,427 + 1,607 + 1,475) to cover tax withholdings reduces the executive's direct ownership, though this is a standard practice for equity compensation.

Risks

• The new Performance Stock Units (PRSUs) are subject to the achievement of specific adjusted EBITDA compound annual growth and adjusted earnings per share goals, as well as a relative total shareholder return (TSR) modifier, meaning the actual number of shares received could range from zero to 113,235 shares.
• The value of the new Restricted Stock Units (RSUs) and PRSUs is tied to the future market price of Element Solutions Inc common stock, exposing the executive to market fluctuations.

Future Outlook

The newly granted Performance Stock Units (PRSUs) are contingent on achieving specific adjusted EBITDA compound annual growth and adjusted earnings per share goals for a performance period ending December 31, 2028, along with a relative total shareholder return modifier. The new Restricted Stock Units (RSUs) will vest in 1/3 increments over the next three years, indicating future equity compensation payouts.

Industry Context

StockSavvy.ai notes that equity compensation, including performance-based and time-based restricted units, is a common practice across industries to align executive incentives with long-term shareholder value and company performance. The structure of these awards, particularly the performance metrics tied to PRSUs, reflects a standard approach to executive remuneration in publicly traded companies.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards suggests past performance targets were met, which is positive. The new performance-based awards align executive incentives with future shareholder value creation, contingent on achieving specific financial and TSR goals.
• Employees: The filing pertains specifically to an executive's compensation and does not directly impact the broader employee base.

Next Steps

• The new Restricted Stock Units (RSUs) will vest in 1/3 increments over the next three years.
• The new Performance Stock Units (PRSUs) are subject to a performance period ending December 31, 2028, with potential payout based on financial goals and relative TSR.

Key Dates

Recommendation

This Form 4 primarily details routine executive compensation events, including the vesting of equity awards, subsequent tax-related share dispositions, and the grant of new performance and restricted stock units. These transactions are standard for executive compensation and do not provide new fundamental information that would warrant a change in investment recommendation. The new equity awards align management incentives with future company performance, which is a positive for long-term shareholders, but does not alter the immediate investment thesis.

Keywords

Element Solutions Inc, ESI, Form 4, Insider Trading, Equity Compensation, Restricted Stock Units, Performance Stock Units, Stock Vesting, Tax Withholding, Executive Compensation, Matthew Liebowitz