Dorman Carey J. 4

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.