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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0000940603 XXXXXXXX LIVE 12 Common Stock, par value $0.01 per share 03/23/2026 false 0001590714 28618M106 Element Solutions Inc 500 South Pointe Drive, Suite 200 Miami Beach FL 33139 Sir Martin E. Franklin (786) 482-6333 c/o Mariposa Capital, LLC 500 South Pointe Drive, Suite 240 Miami Beach FL 33139 0000940603 N Martin E. Franklin OO N X0 0.00 11282983.00 0.00 11282983.00 11282983.00 N 4.6 IN Y Martin E. Franklin Revocable Trust OO N FL 0.00 8603806.00 0.00 8603806.00 8603806.00 N 3.5 OO 0001725761 N MEF Holdings, LLLP OO N DE 0.00 7699912.00 0.00 7699912.00 7699912.00 N 3.2 PN Y MEF Holdings II, LLLP OO N DE 0.00 1784500.00 0.00 1784500.00 1784500.00 N 0.7 PN 0001093725 N Ian G.H. Ashken OO N X1 0.00 1674285.00 0.00 1674285.00 1674285.00 N 0.7 IN Y Tasburgh, LLC OO N CT 0.00 1353995.00 0.00 1353995.00 1353995.00 N 0.6 OO Y Nancy and Ian Ashken Investment Trust LLLP (f/k/a IGHA Holdings, LLLP) OO N DE 0.00 306880.00 0.00 306880.00 306880.00 N 0.1 IN Common Stock, par value $0.01 per share Element Solutions Inc 500 South Pointe Drive, Suite 200 Miami Beach FL 33139 This Amendment No. 12 (this "Amendment") amends the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on January 27, 2014 (as amended by Amendment No. 1 filed on March 14, 2014, Amendment No. 2 filed on October 7, 2014, Amendment No. 3 filed on January 2, 2015, Amendment No. 4 filed on March 20, 2015, Amendment No. 5 filed on September 16, 2016, Amendment No. 6 filed on December 19, 2017, Amendment No. 7 filed on May 3, 2018, Amendment No. 8 filed on November 21, 2018, Amendment No. 9 filed on November 8, 2019, Amendment No. 10 filed on February 28, 2020 and Amendment No. 11 filed on June 30, 2020 the "Statement"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Element Solutions Inc, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 500 South Pointe Drive, Suite 200, Miami Beach, Florida. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. This Amendment also constitutes an "exit filing" for the Reporting Persons (as defined below). Item 4 of the Statement is hereby amended by the addition of the following: On March 23, 2026, the Proxy Agreement dated February 27, 2020 was terminated, effective immediately (the "Termination"). Pursuant to the Proxy Agreement, Franklin had the power to vote the Tasburgh shares of Common Stock during the proxy term. As a result of the termination of the Proxy Agreement, Franklin no longer has beneficial ownership of the shares of Common Stock owned by Tasburgh. In 2022, the Proxy Agreement given by Powder Horn Hill Partners II, LLC terminated by its terms, and as such, the Lillie Reporting Persons ceased to be Reporting Persons. Paragraphs (a) of Item 5 of the Statement are hereby amended and restated in their entirety as follows: As of the date hereof, Franklin beneficially owns and has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 11,282,983 shares of Common Stock controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons. Each of the Franklin Trust, MEF Holdings and MEF Holdings II has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 8,603,806, 7,699,912 and 1,784,500 shares of Common Stock, respectively. The shares beneficially owned by Franklin consist of (i) 1,784,500 shares held directly by MEF Holdings II, (ii) 2,848,971 shares of Common Stock held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 569,794 of which are held directly by the Franklin Trust), (iii) 5,915,412 shares of Common Stock held directly by MEF Holdings, (iv) 400,000 shares of Common Stock held directly by the Sir Martin E. Franklin Family Trust, and (v) 334,100 shares of Common Stock held directly by the Franklin Trust. In the aggregate, such 11,282,983, 8,603,806, 7,699,912 and 1,784,500 shares of Common Stock represent approximately 4.6%, 3.5%, 3.2% and 0.7%, respectively, of all outstanding shares of Common Stock (calculated based on 243,578,414 shares of Common Stock outstanding on February 12, 2026 (as reported in the Issuer's Annual Report on Form 10-K filed on February 18, 2026)). As of the date hereof, Ashken may be deemed to beneficially own and has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 1,674,285 shares of Common Stock. The shares beneficially owned by Ashken consist of (i) 306,880 shares of Common Stock held directly by the Nancy and Ian Ashken Investment Trust LLLP (ii) 1,353,995 shares of Common Stock held directly by Tasburgh and (iii) 13,410 shares of Common Stock held directly by a second family trust. In the aggregate, such 1,674,285 shares of Common Stock represent approximately 0.7% of all outstanding shares of Common Stock. See Item 5(a). Paragraph (c) of Item 5 of the Statement is hereby amended by adding the following: Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days. Paragraph (e) of Item 5 of the Statement is hereby amended and restated in its entirety as follows: As of the date hereof, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's Common Stock outstanding. The filing of this Amendment constitutes an exit filing for the Reporting Persons. The information regarding the Termination under Item 4 is incorporated herein by reference. Exhibit A - Joint Filing Agreement among the Reporting Persons, dated March 23, 2026. Exhibit B - Notice of Termination, dated March 23, 2026. Martin E. Franklin /s/ Martin E. Franklin Sir Martin E. Franklin 03/23/2026 Martin E. Franklin Revocable Trust /s/ Martin E. Franklin Martin E. Franklin, as settlor and trustee of the Martin E. Franklin Revocable Trust 03/23/2026 MEF Holdings, LLLP MEF Holdings, LLC MEF Holdings, LLC / General Partner 03/23/2026 Mariposa Capital, LLC Mariposa Capital, LLC / Manager 03/23/2026 /s/ Desiree DeStefano Desiree DeStefano / Chief Financial Officer 03/23/2026 MEF Holdings II, LLLP MEF Holdings, LLC MEF Holdings, LLC / General Partner 03/23/2026 Mariposa Capital, LLC Mariposa Capital, LLC / Manager 03/23/2026 /s/ Desiree DeStefano Desiree DeStefano / Chief Financial Officer 03/23/2026 Ian G.H. Ashken /s/ Ian G.H. Ashken Ian G.H. Ashken 03/23/2026 Tasburgh, LLC /s/ Ian G.H. Ashken Ian G.H. Ashken / Managing Member 03/23/2026 Nancy and Ian Ashken Investment Trust LLLP (f/k/a IGHA Holdings, LLLP) /s/ Nancy and Ian Ashken Investment Trust LLC Nancy and Ian Ashken Investments LLC / General Partner 03/23/2026 /s/ Ian G.H. Ashken Ian G.H. Ashken / Managing Member 03/23/2026