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|4Feb 12, 4:36 PM ET

Capps John Edward 4

4 · Element Solutions Inc · Filed Feb 12, 2026

Research Summary

AI-generated summary of this filing

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Element Solutions (ESI) Of Counsel John E. Capps Settles Awards, Sells Shares

What Happened
John E. Capps, Of Counsel to Element Solutions (ESI), had equity awards settle on Feb 10, 2026 and shares sold the following day to cover tax withholding. The filing shows settlement/conversion of 35,221 shares from performance RSU (PRSU) and time-based RSU awards. On Feb 11, 2026, 13,680 shares were disposed (tax withholding) at $31.97 per share for total proceeds of $437,350. These disposals were to satisfy tax withholding obligations tied to the vesting/settlement of the awards.

Key Details

  • Transaction dates: settlements on 2026-02-10; tax-withholding disposals on 2026-02-11; Form 4 filed 2026-02-12.
  • Price for withheld/disposed shares: $31.97 per share; total proceeds ~$437,350.
  • Shares acquired on settlement: 35,221 (27,166 PRSU-related units and 8,055 RSU-related tranches).
  • Shares sold to cover taxes: 13,680 shares (codes F — tax withholding).
  • Footnotes: PRSUs (F1) could convert to up to two shares each; several RSU tranches (F3, F5, F7) settled 1/3 portions; F2/F4/F6/F8 note shares were sold to cover tax withholding.
  • Filing timeliness: Form 4 filed 2/12/2026 after 2/10–2/11 transactions; appears timely (no late filing flag in the report).
  • Shares owned after the transactions: not disclosed in the data provided in this summary.

Context
These transactions reflect award settlement and routine tax-withholding share dispositions (cashless withholding), not an open-market sale for investment purposes. For derivative awards: PRSUs and RSUs converted into common stock and a portion of those shares were surrendered/sold to cover taxes. Such withholding sales are administrative and do not necessarily signal insider buying or selling intent.

Insider Transaction Report

Form 4Exit
Period: 2026-02-10
Element Solutions IncESI
Capps John Edward
Of Counsel
Transactions
  • Exercise/Conversion

    Common Stock, par value $0.01 per share

    [F1]
    2026-02-10+27,166→ 691,541 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F2]
    2026-02-11$31.97/sh−10,440$333,767→ 681,101 total
  • Exercise/Conversion

    Common Stock, par value $0.01 per share

    [F3]
    2026-02-10+3,353→ 684,454 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F4]
    2026-02-11$31.97/sh−1,450$46,357→ 683,004 total
  • Exercise/Conversion

    Common Stock, par value $0.01 per share

    [F5]
    2026-02-10+2,980→ 685,984 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F6]
    2026-02-11$31.97/sh−1,134$36,254→ 684,850 total
  • Exercise/Conversion

    Common Stock, par value $0.01 per share

    [F7]
    2026-02-10+1,722→ 686,572 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F8]
    2026-02-11$31.97/sh−656$20,972→ 685,916 total
  • Exercise/Conversion

    Performance Stock Units

    [F1]
    2026-02-10−20,122→ 0 total
    Exercise: $0.00→ Common Stock (27,166 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3]
    2026-02-10−3,353→ 0 total
    Exercise: $0.00→ Common Stock (3,353 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F5]
    2026-02-10−2,980→ 2,980 total
    Exercise: $0.00→ Common Stock (2,980 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F7]
    2026-02-10−1,722→ 3,443 total
    Exercise: $0.00→ Common Stock (1,722 underlying)
Footnotes (8)
  • [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.
  • [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.
Signature
/s/ John E. Capps|2026-02-12

Documents

1 file
  • 4
    wk-form4_1770932163.xmlPrimary

    FORM 4