Element Solutions Inc
For the period ended Sep 30, 2026. Filed Oct 22, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 22, 2026
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Item 5. Other Information
Director and Officer 10b5-1 Trading Arrangements
None
(b)(e) Effective October 19, 2026 (the “Effective Date”), Richard L. Fricke transitioned from his role as President, Electronics and a named executive officer of the Company to become a special advisor to the Company. Matthew Liebowitz will assume Mr. Fricke’s responsibility. In the context of this management transition, Mr. Liebowitz was appointed Chief Operating Officer of the Company while Carey Dorman was appointed President and Chief Financial Officer. Both were previously appointed executive officers and named executive officers of the Company.
In connection with this transition, Mr. Fricke and the Company entered into a letter agreement and release (the "Letter Agreement") pursuant to which Mr. Fricke agreed to a customary release and restrictive covenants, including non-competition and non-solicitation obligations as well as confidentiality provisions. In addition, the Letter Agreement provides that Mr. Fricke will be entitled to receive, among other things: (i) a consultant fee over a period of up to 36 months; (ii) his annual incentive cash bonus pursuant to the Company's 2026 annual bonus plan when such bonuses are paid to active employees of the Company; (iii) continuation of coverage under the Company's medical and/or dental insurance plans until the occurrence of certain events described in the Letter Agreement; and (iv) subject to their time and performance vesting criteria, the vesting of time-based restricted stock units and performance-based restricted stock units awards granted in 2024, 2025 and 2026 according to their original performance targets within the performance period set forth in the applicable grant agreements.
A copy of the Letter Agreement is filed as Exhibit 10.1 to this Quarterly Report and is incorporated herein by reference. The foregoing summary of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the text of the Letter Agreement.
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