LyondellBasell Industries N.V.·4

Feb 20, 5:19 PM ET

Kaplan Jeffrey A 4

4 · LyondellBasell Industries N.V. · Filed Feb 20, 2026

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LyondellBasell (LYB) EVP Jeffrey Kaplan Receives Award, Sells Shares

What Happened Jeffrey A. Kaplan, EVP and General Counsel of LyondellBasell (LYB), had performance-based awards vest on February 18, 2026. He was credited with 2,752 shares (worth $154,029) and 996 dividend-equivalent shares (worth $55,746) at $55.97 per share (total acquired 3,748 shares, ~$209,775). To satisfy tax withholding obligations, 728 shares ($40,746) and 243 shares ($13,601) were surrendered (disposed) at the same $55.97 price — these were tax-withholding transactions, not open-market sales. Net result: a gain of 2,777 shares (net value ≈ $155,429).

Key Details

  • Transaction date: February 18, 2026; reported on Form 4 filed February 20, 2026 (appears timely).
  • Price: $55.97 per share for all reported items.
  • Acquired: 2,752 shares (performance-based PSU vesting) + 996 dividend-equivalent shares = 3,748 shares (~$209,775).
  • Disposed: 728 + 243 = 971 shares surrendered for tax withholding (~$54,347).
  • Net increase: 2,777 shares (≈ $155,429).
  • Shares owned after transaction: not specified in the filing.
  • Footnotes of note:
    • F1/F3/F5: Disposals represent shares withheld/settled to satisfy tax withholding and dividend-equivalent settlement related to PSUs granted Feb 23, 2023.
    • F4: The performance-based PSUs became earned and fully vested on Feb 18, 2026 following certification by the Compensation & Talent Development Committee.
    • F2: Reporting person also has RSUs (24,251 total) with various vesting dates from 2026–2028 (listed in footnote).
  • Transaction codes: A = award/acquisition (vesting); F = tax withholding (surrender of shares).

Context This filing reflects awards vesting and routine tax-withholding treatment — not open-market selling or a purchase intended to signal a view on the stock. The material action was the certification and vesting of performance-based stock units; the surrendered shares were used to cover taxes rather than being sold on the open market.

Insider Transaction Report

Form 4
Period: 2026-02-18
Kaplan Jeffrey A
EVP and General Counsel
Transactions
  • Tax Payment

    Class A Ordinary Shares

    [F1][F2]
    2026-02-18$55.97/sh728$40,74685,091 total
  • Tax Payment

    Class A Ordinary Shares

    [F3][F2]
    2026-02-18$55.97/sh243$13,60184,848 total
  • Award

    Class A Ordinary Shares

    [F4][F2]
    2026-02-18$55.97/sh+2,752$154,02987,600 total
  • Award

    Class A Ordinary Shares

    [F5][F2]
    2026-02-18$55.97/sh+996$55,74688,596 total
Footnotes (5)
  • [F1]Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,752 shares of performance-based stock units granted to the Reporting Person on February 23, 2023.
  • [F2]Includes 24,251 restricted stock units ("RSUs") granted pursuant to the issuer's long-term incentive plan: 5,504 granted on February 23, 2023 that vest on February 23, 2026; 3,218 granted on February 22, 2024 that vest on February 22, 2026; 3,218 granted on February 22, 2024 that vest on February 22, 2027; 4,105 granted on February 27, 2025 that vest on February 27, 2026; 4,103 granted on February 27, 2025 that vest on February 27, 2027 and 4,103 granted on February 27, 2025 that vest on February 27, 2028.
  • [F3]Represents shares required to satisfy tax withholding obligations for dividend equivalents accrued of 996 shares in connection with performance-based stock units granted to the Reporting Person on February 23, 2023.
  • [F4]Represents shares earned in connection with the performance-based stock units previously granted and unreportable on February 23, 2023 pursuant to the issuer's long-term incentive plan. Shares were earned based upon the level of attainment of certain performance objectives and continued employment. These shares fully vested on February 18, 2026 following certification by the Issuer's Compensation & Talent Development Committee.
  • [F5]Represents shares from the settlement of dividend equivalents that accrued on the performance-based stock units prior to vesting and granted to the Reporting Person on February 23, 2023.
Signature
/s/ Lara A. Mason, Attorney-in-Fact|2026-02-20

Documents

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