Form 4: LyondellBasell EVP Friedrichs Reports Share Vesting, Tax Withholding

LyondellBasell Industries N.V. EVP Dale D. Friedrichs reported the vesting of performance-based stock units and related tax withholding transactions, increasing his direct beneficial ownership.

Summary

• Dale D. Friedrichs, EVP, Ops Excellence, HSE at LyondellBasell Industries N.V., reported transactions on February 18, 2026.
• He acquired 2,148 Class A Ordinary Shares from the vesting of performance-based stock units granted on February 23, 2023, which fully vested on February 18, 2026, following certification by the Compensation & Talent Development Committee.
• He also acquired 777 Class A Ordinary Shares from the settlement of dividend equivalents accrued on these performance-based stock units.
• To satisfy tax withholding obligations, he disposed of 592 Class A Ordinary Shares related to the vesting of the 2,148 performance-based stock units.
• An additional 190 Class A Ordinary Shares were disposed of for tax withholding related to the 777 dividend equivalent shares.
• All transactions occurred at a price of $55.97 per share.
• Following these transactions, Friedrichs directly beneficially owns 49,673 Class A Ordinary Shares, which includes 18,441 restricted stock units (RSUs) with various future vesting dates.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive event, as it reflects the successful vesting of performance-based awards, indicating the achievement of company objectives and an increase in the executive's overall equity stake, despite the necessary tax-related sales.

Positives

• EVP Dale D. Friedrichs earned 2,148 Class A Ordinary Shares from the vesting of performance-based stock units, indicating successful attainment of performance objectives.
• An additional 777 Class A Ordinary Shares were acquired from dividend equivalents, further increasing his equity stake.
• The executive's direct beneficial ownership increased to 49,673 Class A Ordinary Shares, demonstrating continued alignment with shareholder interests.

Negatives

• A total of 782 Class A Ordinary Shares (592 + 190) were disposed of to satisfy tax withholding obligations, which is a common but non-discretionary sale.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine insider transactions, such as the vesting of equity awards and subsequent tax-related sales, are common occurrences in publicly traded companies. These transactions reflect the standard compensation practices for executives and generally do not signal a change in company fundamentals or strategic direction. While not indicative of discretionary buying or selling, the increase in beneficial ownership through vesting aligns the executive's interests with long-term shareholder value.

Comparison to Industry Standards

• StockSavvy.ai observes that the structure of executive compensation, including performance-based stock units and restricted stock units with multi-year vesting schedules, is consistent with common practices among large chemical and plastics manufacturers like Dow Inc. (DOW) or BASF SE (BAS.DE).
• The use of equity awards tied to performance objectives is a standard mechanism to incentivize long-term executive performance and align management interests with shareholder returns.
• The reported share price of $55.97 for these transactions is specific to LyondellBasell and its market valuation at the time, not directly comparable to other companies' share prices without context of their respective market caps and financial performance.

Stakeholder Impact

• Shareholders: The vesting of performance-based units suggests the company met certain performance objectives, which is generally positive. The executive's increased beneficial ownership aligns their interests with long-term shareholder value.
• Employees: The executive's compensation structure, including equity awards, is a standard practice that can influence overall employee compensation philosophy.

Next Steps

• Vesting of 4,296 RSUs on February 23, 2026.
• Vesting of 2,428 RSUs on February 22, 2026.
• Vesting of 3,097 RSUs on February 27, 2026.
• Vesting of 2,428 RSUs on February 22, 2027.
• Vesting of 3,096 RSUs on February 27, 2027.
• Vesting of 3,096 RSUs on February 27, 2028.

Key Dates

Recommendation

The filing details routine executive compensation events, specifically the vesting of performance-based stock units and associated tax withholding. While the executive's beneficial ownership increased, these are non-discretionary transactions and do not signal a change in the company's fundamental outlook or a discretionary investment decision by the insider. Therefore, the filing itself does not provide new information warranting a change in investment posture, leading to a 'hold' recommendation based solely on this report.

Keywords

LyondellBasell Industries, LYB, SEC Form 4, Insider Transaction, Stock Vesting, Performance Units, Executive Compensation, Share Ownership, Dale D. Friedrichs, Tax Withholding, Restricted Stock Units, Dividend Equivalents