Element Solutions (ESI) Form 4 Element Solutions / Benjamin Gliklich ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gliklich Benjamin

(Last) (First) (Middle)

C/O ELEMENT SOLUTIONS INC

500 EAST BROWARD BOULEVARD, SUITE 1860

(Street)

FORT LAUDERDALE FL 33394

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/12/2025		M		50,158	A	(1)	786,117	D
Common Stock, par value $0.01 per share	02/12/2025		F		19,738(2)	D	$25.81	766,379	D
Common Stock, par value $0.01 per share	02/12/2025		M		20,861	A	(3)	787,240	D
Common Stock, par value $0.01 per share	02/12/2025		F		8,209(4)	D	$25.81	779,031	D
Common Stock, par value $0.01 per share	02/12/2025		M		19,562	A	(5)	798,593	D
Common Stock, par value $0.01 per share	02/12/2025		F		7,698(6)	D	$25.81	790,895	D
Common Stock, par value $0.01 per share	02/12/2025		M		16,718	A	(7)	807,613	D
Common Stock, par value $0.01 per share	02/12/2025		F		6,578(8)	D	$25.81	801,035	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	$0	02/12/2025		M			50,158	(1)	(1)	Common Stock	50,158	(1)	0	D
Restricted Stock Units	$0	02/12/2025		M			20,861	(3)	(3)	Common Stock	20,861	(3)	41,722	D
Restricted Stock Units	$0	02/12/2025		M			19,562	(5)	(5)	Common Stock	19,562	(5)	19,561	D
Restricted Stock Units	$0	02/12/2025		M			16,718	(7)	(7)	Common Stock	16,718	(7)	0	D
Performance Stock Units	$0	02/12/2025		A		113,652		(9)	(9)	Common Stock	113,652	(9)	113,652	D
Restricted Stock Units	$0	02/12/2025		A		56,825		(10)	(10)	Common Stock	56,825	(10)	56,825	D

Explanation of Responses:

1. Represents settlement of a performance restricted stock unit ("PRSU") award previously reported in 2022. Each PRSU represented a contingent right to receive up to 2 shares of the Issuer's common stock.

2. Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 1.

3. Represents settlement of 1/3 of a restricted stock unit ("RSUs") award previously reported in 2024. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

4. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 3.

5. Represents settlement of 1/3 of an RSU award previously reported in 2023. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

6. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 5.

7. Represents settlement of 1/3 of an RSU award previously reported in 2022. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

8. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 7.

9. Each PRSU represents a contingent right to receive up to 3 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, 2027 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 337,956 shares.

10. 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.

Remarks:

	/s/ John E. Capps as Attorney-in-Fact for Benjamin Gliklich	02/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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