ESIElement Solutions Inc

Miscellaneous Chemical Products

Revenue: $2.6B; 3.8% YoY
Operating margin: 13.4%; 4.2% YoY
EBITDA: $493M; 1.6% YoY
Market cap: $9.8B
Employees: 5,200; $491K revenue each
Net debt / EBITDA: 1.1×; $521M net debt
AI in 10-K: 0.9; mentions per 10K words

Takeover score 3 of 13

Fixable underperformance 2 of 7

TSR below peersNo
—
3+ of last 5 years
High CEO pay despite TSRNo
—
Median CEO pay ≥ $15M while TSR trails
Earnings not backed by cashNo
152% of net income
Cash flow under 80% of net income
Dilutive SBCNo
2% of revenue
Over 10% of revenue
Payouts exceed cash flowNo
35% of cash flow
Buybacks + dividends over cash flow
Goodwill-heavyYes
43% of assets
Over 40% of assets
Shareholder dissentYes
41% lowest support
Any vote under 80% support

Buyer economics 0 of 4

Low revenue per employeeNo
$491K · 56th pct
Bottom quartile of its SIC industry
Quiet on AINo
0.9 per 10K words · 31st pct
Bottom quartile of AI mentions in 10-Ks
Net cashNo
1.1× EBITDA net debt
More cash than debt, positive EBITDA
Buyout-sizedNo
$9.8B market cap
Market cap $500M–$5B

Catalysts 1 of 2

Active 13DNo
0 filings
Active-intent 13D in 18 months
Net insider sellingYes
−$26M net
Net sales over $10M in 12 months

Financials

Metric	FY2021	FY2022	FY2023	FY2024	FY2025	YoY	Trend
Revenue	$2.4B	$2.5B	$2.3B	$2.5B	$2.6B	3.8%
Operating income	$300M	$325M	$174M	$344M	$342M	0.5%
Net income	—	$187M	$118M	$244M	$191M	22%
Operating cash flow	$326M	$296M	$334M	$362M	$290M	20%
Capex	$46M	$48M	$53M	$68M	$62M	9.1%
Stock-based comp	$40M	$18M	$9M	$15M	$59M	299%
Buybacks	$20M	$151M	$0	$0	$25M
Dividends	$62M	$78M	$77M	$78M	$78M	0.5%

Deal filings

None.

13D filers

Filed	Filer	Form	Stake	Intent
Mar 23, 2026	FRANKLIN MARTIN E	SCHEDULE 13D/A	4.6%	Passive
Jul 1, 2020	FRANKLIN MARTIN E	SC 13D/A	5.6%	Passive
Feb 28, 2020	FRANKLIN MARTIN E	SC 13D/A	11.3%	Passive
Nov 8, 2019	FRANKLIN MARTIN E	SC 13D/A	12.4%	Passive
Feb 5, 2019	Pershing Square Capital Management, L.P.	SC 13D/A	0.0%	Passive

Insider trading

Open-market buys, 12 mo: $0 · 0
Open-market sells, 12 mo: $26M · 7
Net: −$26M

Pay vs performance

No pay-versus-performance disclosure yet.