Form 4: LyondellBasell EVP Kimberly Foley's Equity Transactions

LyondellBasell's EVP, Kimberly Foley, reported a series of equity transactions involving Class A Ordinary Shares, including vesting of performance-based units and tax-related dispositions.

Summary

• Kimberly A Foley, EVP, Global O&P and Refining at LyondellBasell Industries N.V., reported changes in her beneficial ownership of Class A Ordinary Shares.
• On February 18, 2026, 2,783 Class A Ordinary Shares were acquired due to the vesting of performance-based stock units granted on February 23, 2023, at a price of $55.97 per share.
• An additional 1,007 Class A Ordinary Shares were acquired on February 18, 2026, from the settlement of dividend equivalents accrued on the same performance-based stock units, also at $55.97 per share.
• To satisfy tax withholding obligations, 730 Class A Ordinary Shares were disposed of on February 18, 2026, related to the vesting of performance-based stock units, at $55.97 per share.
• Another 246 Class A Ordinary Shares were disposed of on February 18, 2026, for tax withholding on dividend equivalents, at $55.97 per share.
• Following these transactions, Kimberly A Foley beneficially owns 70,501.547 Class A Ordinary Shares.
• Her beneficial ownership also includes 25,680 restricted stock units (RSUs) with various vesting schedules extending to February 27, 2028.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive event, reflecting the successful vesting of performance-based awards for an executive, indicating achieved company objectives and continued executive alignment, despite the routine tax-related dispositions.

Positives

• Acquisition of 2,783 Class A Ordinary Shares through the vesting of performance-based stock units, indicating successful attainment of performance objectives and continued employment.
• Acquisition of 1,007 Class A Ordinary Shares from the settlement of accrued dividend equivalents, adding to beneficial ownership.
• The vesting of performance-based stock units demonstrates the executive's continued alignment with company performance and long-term incentive plans.

Negatives

• Disposition of 730 Class A Ordinary Shares to cover tax withholding obligations related to vested performance-based stock units.
• Disposition of 246 Class A Ordinary Shares to cover tax withholding obligations for accrued dividend equivalents.

Future Outlook

The filing details future vesting schedules for restricted stock units extending to February 2028, indicating ongoing long-term incentive alignment for the executive.

Management Comments

• Shares were earned based upon the level of attainment of certain performance objectives and continued employment.
• These shares fully vested on February 18, 2026, following certification by the Issuer's Compensation & Talent Development Committee.

Industry Context

StockSavvy.ai notes that executive equity transactions, particularly those involving vesting of performance-based awards and subsequent tax-related dispositions, are standard practice in the chemicals and refining industry. These filings provide transparency into executive compensation structures and their alignment with company performance, similar to disclosures by peers like Dow Inc. or ExxonMobil.

Comparison to Industry Standards

• The structure of performance-based stock units and restricted stock units with multi-year vesting schedules is consistent with common executive compensation practices in large industrial and chemical companies globally, aiming to incentivize long-term performance and retention.
• The disposition of shares to cover tax obligations upon vesting is a standard mechanism, mirroring practices seen in executive compensation plans across various sectors, including those at companies like BASF SE or Saudi Aramco.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and alignment with company performance. The executive's increased beneficial ownership (net of tax sales) suggests continued confidence.
• Employees: Reflects the company's long-term incentive program structure for executives.

Next Steps

• Future vesting of 5,566 RSUs on February 23, 2026.
• Future vesting of 3,365 RSUs on February 22, 2026.
• Future vesting of 4,462 RSUs on February 27, 2026.
• Future vesting of 3,365 RSUs on February 22, 2027.
• Future vesting of 4,461 RSUs on February 27, 2027.
• Future vesting of 4,461 RSUs on February 27, 2028.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, specifically the vesting of performance-based stock units and associated tax dispositions. While it indicates the executive's continued alignment and achievement of past performance goals, it does not present new information that would fundamentally alter the investment thesis for LyondellBasell Industries N.V. Therefore, a 'hold' recommendation is appropriate as this filing alone is unlikely to drive significant share price movement or change the company's underlying value proposition.

Keywords

LyondellBasell, LYB, Form 4, Insider Trading, Beneficial Ownership, Stock Units, Restricted Stock Units, Executive Compensation, Equity Transactions, Performance-based Stock