Chao James 4

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.