Ederington L. Benjamin 4
4 · WESTLAKE CORP · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Westlake (WLK) EVP Benjamin Receives Awards; Sells 357 Shares for Taxes
What Happened
Ederington L. Benjamin, Executive Vice President, Legal & External Affairs of Westlake Corporation (WLK), had performance stock units (PSUs) vest and received additional derivative awards. On Feb 19, 2026, 1,425 shares vested from PSUs (no cash cost). To satisfy tax obligations arising from that vesting, 357 shares were withheld/sold on Feb 20, 2026, generating approximately $33,594 (weighted-average price reported at $94.10; sales occurred in a range of $94.10–94.38). Also on Feb 20, 2026 the filing shows derivative awards totaling 32,658 units (25,656 and 7,002) granted at $0.00 (these are stock option and RSU-type awards per footnotes).
Key Details
- Transaction dates: vested PSUs on 2026-02-19; withholding/sale and new awards reported 2026-02-20; Form 4 filed 2026-02-23 (appears timely).
- Sale/withholding: 357 shares disposed, weighted-average price $94.10, proceeds ≈ $33,594; sale prices ranged $94.10–94.38 (filing can provide per-price breakdown on request).
- Acquisitions: 1,425 vested shares (PSUs); 25,656 derivative units (stock option-type award); 7,002 derivative units (RSU-type award) — all reported at $0.00 acquisition price.
- Shares owned after transaction: not specified in the provided filing summary.
- Notable footnotes:
- F1: 1,425 shares vested Feb 19, 2026 upon satisfaction of performance criteria (PSUs granted Feb 17, 2023).
- F2/F3: Shares otherwise issuable were withheld/sold to satisfy taxes; multiple sale prices in the $94.10–94.38 range.
- F4: The stock options (if applicable) vest/exercise in three installments (Feb 20 of 2027, 2028, 2029).
- F5/F6: RSUs represent rights to receive shares; RSUs vest on Feb 20, 2029.
- Filing timeliness: Form 4 was filed Feb 23, 2026 for transactions on Feb 19–20, 2026 — within the typical two-business-day reporting window.
Context
This was largely an award/vesting event (PSUs vesting and new option/RSU grants) with a routine sell/withhold to cover tax obligations (often called sell-to-cover). Such withholding/sales are administrative and do not by themselves signal insider buying or selling for investment reasons. The larger derivative grants (options and RSUs) have future vesting/exercise schedules noted above.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-19+1,425→ 80,515 total - Tax Payment
Common Stock
[F2][F3]2026-02-20$94.10/sh−357$33,594→ 80,158 total - Award
Employee Option (right to buy)
[F4]2026-02-20+25,656→ 25,656 totalExercise: $94.48Exp: 2036-02-20→ Common Stock (25,656 underlying) - Award
Restricted Stock Units
[F5][F6]2026-02-20+7,002→ 7,002 total→ Common Stock (7,002 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.