Capps John Edward 4

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.