WESTLAKE CORP|4Feb 23, 2:39 PM ET

Chao James 4

4 · WESTLAKE CORP · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Westlake (WLK) Senior Chairman James Chao Receives Awards, Sells Shares

What Happened

James Chao, Senior Chairman and director of Westlake Corp (WLK), reported vested performance shares and related tax-withholding sales, plus new derivative awards. On Feb 19, 2026, 3,884 performance-based shares vested (acquired at $0). On Feb 20, 2026, 1,569 shares were disposed/withheld to satisfy tax obligations, reported at $94.10 per share for proceeds of $147,644 (the filing notes sales occurred at prices ranging $94.10–$94.38). Also on Feb 20, Mr. Chao received derivative awards: 27,382 shares underlying stock options (exercisable in three installments in 2027–2029 — see F4) and 7,472 restricted stock units (each converts to one share; vesting Feb 20, 2029 — see F5–F6).

Key Details

Transaction dates: PSUs vested Feb 19, 2026; tax-withholding disposition and new derivative grants reported Feb 20, 2026; Form 4 filed Feb 23, 2026 (timely).
Disposition: 1,569 shares withheld/sold to cover tax obligations; reported proceeds ~$147,644; sale prices ranged $94.10–$94.38 (weighted avg disclosed).
Awards: 3,884 vested PSUs (acquired at $0); 27,382 option-based derivative shares (exercise schedule F4); 7,472 RSUs (convert to shares, vest 2/20/2029).
Shares owned after transaction: not disclosed in the excerpt provided.
Footnotes: F1–F3 describe PSU vesting and tax withholding; F4 describes option exercise schedule; F5–F6 describe RSU conversion and vesting.
Timeliness: Filing date (Feb 23) is within the Form 4 two-business-day requirement for the reported transactions.

Context

The 1,569-share disposition was to satisfy tax withholding on vested PSUs (i.e., tax-related withholding/sale), not necessarily an investment-motivated sale.
The newly reported derivative awards are not immediate purchases: the options have future exercise schedules and the RSUs vest in 2029. These awards increase potential future ownership if exercised or settled.

Form 4

Period: 2026-02-19

DirectorSenior Chairman

Transactions

Award
Common Stock
[F1]
2026-02-19+3,884→ 51,343 total
Tax Payment
Common Stock
[F2][F3]
2026-02-20$94.10/sh−1,569$147,644→ 49,774 total
Award
Employee Option (right to buy)
[F4]
2026-02-20+27,382→ 27,382 total
Exercise: $94.48Exp: 2036-02-20→ Common Stock (27,382 underlying)
Award
Restricted Stock Units
[F5][F6]
2026-02-20+7,472→ 7,472 total
→ Common Stock (7,472 underlying)

Footnotes (6)

[F1]Represents shares of common stock that vested on February 19, 2026, upon the determination by the Compensation Committee of the Issuer's Board of Directors of the satisfaction of performance criteria underlying an award of performance stock units ("PSUs") granted to the Reporting Person on February 17, 2023, under the terms of the Issuer's 2013 Omnibus Incentive Plan.
[F2]Shares otherwise issuable were witheld to satisfy tax obligations arising out of vesting of the Reporting Person's PSUs.
[F3]Weighted average price. These shares were sold in multiple transactions at prices ranging from $94.10 to $94.38, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
[F4]The stock options are excercisable in three installments of 33%, 33% and 34% on February 20, 2027, 2028 and 2029, respectively.
[F5]Each restricted stock unit ("RSU") represents a contingent right to recieve one share of the Issuer's common stock.
[F6]All of the RSUs will vest on February 20, 2029.

Signature

James Chao by J. Feng, POA|2026-02-23

1 file