Hayes Matthew D 4

What Happened
Matthew D. Hayes, SVP & CAO of LyondellBasell (LYB), had performance-based stock units and related dividend equivalents settle/vest on Feb 18, 2026. He was issued 284 shares (208 shares from performance-based stock units and 76 shares from dividend-equivalent settlement) at a reported per-share value of $55.97 (total ≈ $15,896). To satisfy tax withholding on the vesting/settlement, 85 shares were surrendered (62 and 23 shares) at the same per-share value, totaling ≈ $4,757, leaving a net increase of 199 shares (≈ $11,139 value) retained by Hayes. These transactions are awards/settlements rather than open-market purchases or sales.

Key Details

• Transaction date: February 18, 2026. Price used for accounting: $55.97 per share.
• Shares granted/acquired: 208 (performance-based RSUs) + 76 (dividend equivalents) = 284 shares (≈ $15,896).
• Shares withheld/disposed for taxes: 62 and 23 shares = 85 shares (≈ $4,757).
• Net new shares retained: 199 shares (≈ $11,139).
• Footnotes: F4 confirms the 208 PB SUs fully vested after committee certification; F1 and F3 explain the 62 and 23 shares were withheld to satisfy tax obligations; F5 pertains to dividend-equivalent settlement; F2 lists 2,920 outstanding RSUs previously granted (details of vesting schedules).
• Filing timeliness: Report period 2026-02-18, filing dated 2026-02-20 — appears timely.
• Filing does not list total common shares beneficially owned after the transaction; filing does note outstanding RSUs per F2.

Context

• These transactions are routine settlements of performance-based stock units and dividend equivalents with shares withheld for taxes (transaction code F for withholding and A for award). Such withholding/dispositions to cover tax obligations are common and do not by themselves signal a view on the company’s stock.
• This was not an open-market purchase or sale of existing shares; it reflects vesting/settlement of equity awards.