Kaplan Jeffrey A 4

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.