Liebowitz Matthew 4
4 · Element Solutions Inc · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Element Solutions (ESI) President Matthew Liebowitz Exercises Awards, Sells Shares
What Happened
- Matthew Liebowitz, President, Specialties at Element Solutions (ESI), had a series of equity-settlement and award transactions reported for Feb 10–11, 2026. On Feb 10 he had multiple derivative conversions/awards totaling 56,616 granted/acquired RSU/PRSU-related units (37,745 and 18,871 in two awards plus earlier settled units). On Feb 11 he surrendered 14,845 shares (tax withholding) at $31.97 per share, generating proceeds of $474,595 used to satisfy withholding obligations. The transactions reflect award settlements and routine tax-related share withholdings rather than open-market purchases or investment sales.
Key Details
- Transaction dates: principal activity on 2026-02-10 (exercise/conversion & grants) and 2026-02-11 (tax withholding dispositions); filing dated 2026-02-12.
- Withheld/disposed shares for taxes: 10,336; 1,427; 1,607; 1,475 = total 14,845 shares at $31.97 each = $474,595.
- Awards/grants reported as acquired (derivative): 37,745 and 18,871 shares (total 56,616).
- Several derivative exercises/conversions were reported on 2026-02-10 (multiple M entries); some derivative items were recorded as disposed in connection with settlement mechanics.
- Footnotes of note:
- F1/F9: PRSUs settled — contingent right to receive multiple shares per PRSU (some PRSUs convert to up to 2 or up to 3 shares depending on award and performance).
- F3/F5/F7/F10: RSU settlements — many RSUs represent contingent rights to one share and vest in 1/3 increments over time (some vesting installments from 2023–2025 were settled).
- F2/F4/F6/F8: Disposals labeled F represent shares surrendered to cover tax withholdings upon vesting.
- Shares owned after the transactions: not specified in the provided filing summary.
- Filing timeliness: Report filed Feb 12 for Feb 10–11 transactions; appears timely.
Context
- These transactions are primarily award settlements and routine tax-withholding actions (F = tax withholding). That is different from an outright market sale (S) or purchase (P). When RSUs/PRSUs vest, companies commonly withhold shares to cover taxes — a neutral, administrative step rather than a directional trade.
- For PRSUs, final share amounts may vary based on performance goals and relative TSR modifiers (per footnote), so the ultimate number of shares issuable could differ by award.
Insider Transaction Report
Form 4
Liebowitz Matthew
President, Specialties
Transactions
- Exercise/Conversion
Common Stock, par value $0.01 per share
[F1]2026-02-10+27,166→ 144,559 total - Tax Payment
Common Stock, par value $0.01 per share
[F2]2026-02-11$31.97/sh−10,336$330,442→ 134,223 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F3]2026-02-10+3,353→ 137,576 total - Tax Payment
Common Stock, par value $0.01 per share
[F4]2026-02-11$31.97/sh−1,427$45,621→ 136,149 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F5]2026-02-10+4,222→ 140,371 total - Tax Payment
Common Stock, par value $0.01 per share
[F6]2026-02-11$31.97/sh−1,607$51,376→ 138,764 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F7]2026-02-10+3,875→ 142,639 total - Tax Payment
Common Stock, par value $0.01 per share
[F8]2026-02-11$31.97/sh−1,475$47,156→ 141,164 total - Exercise/Conversion
Performance Stock Units
[F1]2026-02-10−20,122→ 0 totalExercise: $0.00→ Common Stock (27,166 underlying) - Exercise/Conversion
Restricted Stock Units
[F3]2026-02-10−3,353→ 0 totalExercise: $0.00→ Common Stock (3,353 underlying) - Exercise/Conversion
Restricted Stock Units
[F5]2026-02-10−4,222→ 4,221 totalExercise: $0.00→ Common Stock (4,222 underlying) - Exercise/Conversion
Restricted Stock Units
[F7]2026-02-10−3,875→ 7,748 totalExercise: $0.00→ Common Stock (3,875 underlying) - Award
Performance Stock Units
[F9]2026-02-10+37,745→ 37,745 totalExercise: $0.00→ Common Stock (37,745 underlying) - Award
Restricted Stock Units
[F10]2026-02-10+18,871→ 18,871 totalExercise: $0.00→ Common Stock (18,871 underlying)
Footnotes (10)
- [F1]Represents settlement of a performance restricted stock unit ("PRSU") award previously reported in 2023. Each PRSU represented a contingent right to receive up to two shares of the Issuer's common stock.
- [F10]Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years.
- [F2]Represents disposed shares to cover tax withholdings due upon vesting of the PRSUs described in footnote 1.
- [F3]Represents settlement of 1/3 of a restricted stock unit ("RSUs") award previously reported in 2023. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
- [F4]Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 3.
- [F5]Represents settlement of 1/3 of a RSU award previously reported in 2024. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
- [F6]Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 5.
- [F7]Represents settlement of 1/3 of a RSU award previously reported in 2025. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
- [F8]Represents disposed shares to cover tax withholdings due upon vesting of the RSUs described in footnote 7.
- [F9]Each PRSU represents a contingent right to receive up to three shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending on December 31, 2028 and a relative total shareholder return (TSR) modifier based on the Issuer's TSR in comparison to its peer group for that same period. The number of shares reported in column 7 will range from zero to 113,235 shares.
Signature
/s/ Caroline S. Lind as Attorney-in-Fact for Matthew Liebowitz|2026-02-12