Gliklich Benjamin 4
4 · Element Solutions Inc · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Element Solutions (ESI) CEO Benjamin Gliklich Exercises Awards, Sells Shares
What Happened
- Benjamin Gliklich, CEO and director of Element Solutions (ESI), settled/exercised a mix of performance restricted stock units (PRSUs) and restricted stock units (RSUs) on Feb 10, 2026 that resulted in the issuance of 217,818 underlying shares (158,454 + 19,561 + 20,861 + 18,942). On Feb 11, 2026, 82,886 of those shares were withheld/surrendered to cover tax withholding at $31.97 per share, totaling about $2,649,866. In addition, Gliklich received new derivative awards (grants) totaling 226,464 units (150,977 and 75,487) on Feb 10, 2026.
- These actions are settlements of previously granted PRSUs/RSUs and the issuance of new PRSU/RSU awards, not open-market purchases or discretionary sales.
Key Details
- Transaction dates and prices:
- Feb 10, 2026: settlement/conversion of PRSUs/RSUs into shares (gross 217,818 shares issued).
- Feb 11, 2026: tax withholding/surrender of 82,886 shares at $31.97 per share, proceeds ≈ $2,649,866.
- New derivative awards granted on Feb 10, 2026: 150,977 and 75,487 RSU/PRSU units (derivative awards).
- Shares owned after the transactions: not specified in the provided filing details.
- Footnotes / notable mechanics:
- F1/F9: Some settled awards were PRSUs (performance-based), including a PRSU program where each unit can convert to up to 2 or up to 3 shares depending on the grant and performance; one PRSU program ranges 0–452,931 shares depending on performance to 12/31/2028.
- F3/F5/F7/F10: Other settlements were scheduled RSU vesting tranches (1/3 vesting), with the new RSU grant vesting 1/3 per year over three years.
- F2/F4/F6/F8: The share disposals were routine tax withholding (net settlement / share surrender) upon vesting.
- Filing timeliness: Report filed 2026-02-12 for transactions on Feb 10–11, 2026 — appears timely (no late filing indicated).
Context
- These filings reflect award settlements and routine tax-withholding, not an open-market sale or a discretionary insider sale — tax withholding via share surrender is common when awards vest (a form of cashless/net settlement).
- For PRSUs, final share counts may vary based on future performance conditions; the new PRSU grants include performance metrics (adjusted EBITDA growth, adjusted EPS goals and a TSR modifier) that will determine final payout.
Insider Transaction Report
Form 4
Gliklich Benjamin
DirectorCEO
Transactions
- Exercise/Conversion
Common Stock, par value $0.01 per share
[F1]2026-02-10+158,454→ 1,384,600 total - Tax Payment
Common Stock, par value $0.01 per share
[F2]2026-02-11$31.97/sh−60,292$1,927,535→ 1,324,308 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F3]2026-02-10+19,561→ 1,343,869 total - Tax Payment
Common Stock, par value $0.01 per share
[F4]2026-02-11$31.97/sh−7,448$238,113→ 1,336,421 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F5]2026-02-10+20,861→ 1,357,282 total - Tax Payment
Common Stock, par value $0.01 per share
[F6]2026-02-11$31.97/sh−7,938$253,778→ 1,349,344 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F7]2026-02-10+18,942→ 1,368,286 total - Tax Payment
Common Stock, par value $0.01 per share
[F8]2026-02-11$31.97/sh−7,208$230,440→ 1,361,078 total - Exercise/Conversion
Performance Stock Units
[F1]2026-02-10−117,372→ 0 totalExercise: $0.00→ Common Stock (158,454 underlying) - Exercise/Conversion
Restricted Stock Units
[F3]2026-02-10−19,561→ 0 totalExercise: $0.00→ Common Stock (19,561 underlying) - Exercise/Conversion
Restricted Stock Units
[F5]2026-02-10−20,861→ 20,861 totalExercise: $0.00→ Common Stock (20,861 underlying) - Exercise/Conversion
Restricted Stock Units
[F7]2026-02-10−18,942→ 37,883 totalExercise: $0.00→ Common Stock (18,942 underlying) - Award
Performance Stock Units
[F9]2026-02-10+150,977→ 150,977 totalExercise: $0.00→ Common Stock (150,977 underlying) - Award
Restricted Stock Units
[F10]2026-02-10+75,487→ 75,487 totalExercise: $0.00→ Common Stock (75,487 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 452,931 shares.
Signature
/s/ Caroline S. Lind as Attorney-in-Fact for Benjamin Gliklich|2026-02-12