Dorman Carey J. 4
4 · Element Solutions Inc · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Element Solutions (ESI) CFO Carey J. Dorman Exercises Awards, Sells Shares
What Happened
- Carey J. Dorman, President Enterprise Operations and CFO of Element Solutions (ESI), settled a mix of performance RSUs/PRSUs and received new RSU/PRSU grants on Feb 10, 2026 (totaling 133,486 shares granted/settled). To cover tax withholdings on vesting, approximately 33,452 shares were withheld/sold on Feb 11, 2026 at $31.97 per share, generating roughly $1,069,460 in proceeds. Net of the shares withheld for taxes, Dorman acquired roughly 100,034 additional company shares.
Key Details
- Transaction dates: settlements/grants on 2026-02-10; tax-withholding dispositions on 2026-02-11; Form 4 filed 2026-02-12 (appears timely).
- Price for tax-withholding disposals: $31.97 per share; total cash realized for withholding sales ≈ $1,069,460.
- Shares reported received/settled on 2/10: 133,486 shares (sum of multiple RSU/PRSU settlements and grants: 45,273 + 5,589 + 5,960 + 5,489 + 47,451 + 23,724).
- Shares withheld/sold for taxes on 2/11: 24,209 + 3,118 + 3,189 + 2,936 = 33,452 shares.
- Shares owned after transaction: not specified in the provided filing excerpt.
- Notable footnotes:
- Several items are settlements of previously reported PRSUs/RSUs (F1, F3, F5, F7) and newly reported RSU grants (F10).
- Tax-withholding disposals correspond to shares surrendered/ sold to cover tax obligations upon vesting (F2, F4, F6, F8).
- Some PRSUs are performance-based and may convert to varying share amounts depending on performance metrics (see F9).
- Transaction codes explained: M = exercise/conversion of derivative (RSU/PRSU conversion); A = grant/award; F = shares disposed to satisfy tax withholding.
Context
- This pattern is a routine equity compensation settlement: RSUs/PRSUs vest or convert into common shares (an acquisition), and a portion of shares is routinely withheld/sold to cover required tax withholdings (not an open-market sell motivated by trading). The disposals here are tax-related rather than discretionary sales indicating directionally bearish sentiment.
Insider Transaction Report
Form 4
Dorman Carey J.
Pdt Enterprise Ops and CFO
Transactions
- Exercise/Conversion
Common Stock, par value $0.01 per share
[F1]2026-02-10+45,273→ 350,991 total - Tax Payment
Common Stock, par value $0.01 per share
[F2]2026-02-11$31.97/sh−24,209$773,962→ 326,782 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F3]2026-02-10+5,589→ 332,371 total - Tax Payment
Common Stock, par value $0.01 per share
[F4]2026-02-11$31.97/sh−3,118$99,682→ 329,253 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F5]2026-02-10+5,960→ 335,213 total - Tax Payment
Common Stock, par value $0.01 per share
[F6]2026-02-11$31.97/sh−3,189$101,952→ 332,024 total - Exercise/Conversion
Common Stock, par value $0.01 per share
[F7]2026-02-10+5,489→ 337,513 total - Tax Payment
Common Stock, par value $0.01 per share
[F8]2026-02-11$31.97/sh−2,936$93,864→ 334,577 total - Exercise/Conversion
Performance Stock Units
[F1]2026-02-10−33,535→ 0 totalExercise: $0.00→ Common Stock (45,273 underlying) - Exercise/Conversion
Restricted Stock Units
[F3]2026-02-10−5,589→ 0 totalExercise: $0.00→ Common Stock (5,589 underlying) - Exercise/Conversion
Restricted Stock Units
[F5]2026-02-10−5,960→ 5,960 totalExercise: $0.00→ Common Stock (5,960 underlying) - Exercise/Conversion
Restricted Stock Units
[F7]2026-02-10−5,489→ 10,977 totalExercise: $0.00→ Common Stock (5,489 underlying) - Award
Performance Stock Units
[F9]2026-02-10+47,451→ 47,451 totalExercise: $0.00→ Common Stock (47,451 underlying) - Award
Restricted Stock Units
[F10]2026-02-10+23,724→ 23,724 totalExercise: $0.00→ Common Stock (23,724 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 142,353 shares.
Signature
/s/ Caroline S. Lind as Attorney-in-Fact for Carey J. Dorman|2026-02-12