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Element Solutions Inc·4

Feb 12, 4:36 PM ET

Fricke Richard L. 4

4 · Element Solutions Inc · Filed Feb 12, 2026

Research Summary

AI-generated summary of this filing

Updated

Element Solutions (ESI) President Richard Fricke Exercises Grants & Receives Awards

What Happened

  • Richard L. Fricke, President, Electronics of Element Solutions (ESI), had multiple equity transactions reported for Feb 10–11, 2026. On Feb 10 he settled vested restricted stock / performance restricted stock units (total settled = 21,965 shares) and was granted additional RSU/PRSU awards totaling 35,588 shares (23,726 and 11,862). On Feb 11 a total of 10,023 shares were withheld/disposed to satisfy tax withholding at $31.99 per share, resulting in cash value of approximately $320,636. Net delivery of shares to Fricke from the settlements was about 11,942 shares (21,965 settled minus 10,023 withheld).
  • These were not open-market purchases or routine sales by the insider; they are settlements of previously granted RSUs/PRSUs and new awards. The tax-withholding entries (code F) reflect shares retained to cover tax liabilities, not an independent sell decision.

Key Details

  • Transaction dates: settlements & awards reported 2026-02-10; tax withholding/dispositions reported 2026-02-11; filing date 2026-02-12 (timely).
  • Exercise/conversion/settlement (code M/A): total settled shares = 21,965; grants/awards reported = 35,588 shares.
  • Tax-withholding dispositions (code F): 6,175; 845; 1,557; and 1,446 shares at $31.99 each — total cash withheld ≈ $320,636 for 10,023 shares.
  • Shares owned after the transactions are not specified in the provided summary of the filing.
  • Notable footnotes:
    • Some settlements were of prior PRSU/RSU awards (from 2023–2025) that vested in part (F1, F3, F5, F7).
    • Tax-withholding dispositions correspond to those vested awards (F2, F4, F6, F8).
    • One set of RSUs vests in 1/3 increments over the next three years (F10).
    • Certain PRSUs are performance-based and contingent on future metrics; one PRSU award may convert into up to 3 shares depending on 2028 performance (F9).
  • Filing timeliness: The Form 4 was filed Feb 12 for Feb 10 transactions (within the standard two-business-day window).

Context

  • For retail investors: these transactions are largely administrative (vesting and new grants) and routine tax withholding. The withheld shares are not evidence of an open-market sale for investment reasons. Grants include time‑based RSUs and performance-based PRSUs (which may or may not convert into shares depending on future performance targets), so not all granted shares are immediately owned common stock.
  • Purchases would be a stronger bullish signal; here the notable items are the grant of additional awards (35,588 contingent/vesting shares) and the settlement of prior awards with shares withheld to cover taxes.

Insider Transaction Report

Form 4
Period: 2026-02-10
Element Solutions IncESI
Fricke Richard L.
President, Electronics
Transactions
  • Exercise/Conversion

    Common Stock, par value $0.01 per share

    [F1]
    2026-02-10+13,582→ 54,411 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F2]
    2026-02-11$31.99/sh−6,175$197,538→ 48,236 total
  • Exercise/Conversion

    Common Stock, par value $0.01 per share

    [F3]
    2026-02-10+1,677→ 49,913 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F4]
    2026-02-11$31.99/sh−845$27,032→ 49,068 total
  • Exercise/Conversion

    Common Stock, par value $0.01 per share

    [F5]
    2026-02-10+3,477→ 52,545 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F6]
    2026-02-11$31.99/sh−1,557$49,808→ 50,988 total
  • Exercise/Conversion

    Common Stock, par value $0.01 per share

    [F7]
    2026-02-10+3,229→ 54,217 total
  • Tax Payment

    Common Stock, par value $0.01 per share

    [F8]
    2026-02-11$31.99/sh−1,446$46,258→ 52,771 total
  • Exercise/Conversion

    Performance Stock Units

    [F1]
    2026-02-10−10,060→ 0 total
    Exercise: $0.00→ Common Stock (13,582 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F3]
    2026-02-10−1,677→ 0 total
    Exercise: $0.00→ Common Stock (1,677 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F5]
    2026-02-10−3,477→ 3,477 total
    Exercise: $0.00→ Common Stock (3,477 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F7]
    2026-02-10−3,229→ 6,457 total
    Exercise: $0.00→ Common Stock (3,229 underlying)
  • Award

    Performance Stock Units

    [F9]
    2026-02-10+23,726→ 23,726 total
    Exercise: $0.00→ Common Stock (23,726 underlying)
  • Award

    Restricted Stock Units

    [F10]
    2026-02-10+11,862→ 11,862 total
    Exercise: $0.00→ Common Stock (11,862 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 71,178 shares.
Signature
/s/ Caroline S. Lind as Attorney-in-Fact for Richard L. Fricke|2026-02-12

Documents

1 file
  • 4
    wk-form4_1770932178.xmlPrimary

    FORM 4