Liebowitz Matthew 4

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.