Fricke Richard L. 4

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.