RPM International grants stock and SARs to VP

RPM International executive Janeen B. Kastner, VP Corporate Benefits/Risk Management, received equity awards on July 15, 2026.

Rhea-AI Filing Summary

RPM International executive Janeen B. Kastner, VP Corporate Benefits/Risk Management, received equity awards on July 15, 2026. She was granted 1,107 shares of common stock under the 2024 Omnibus Equity and Incentive Plan and 1,200 performance earned restricted shares, both at no cash price.

After these grants she directly holds 136,264 common shares, including 7,168 unvested restricted shares and 6,740 performance earned restricted shares, plus about 1,123 shares held indirectly through the RPM 401(k) plan. She also received 21,500 Stock Appreciation Rights at an exercise price of $103.04, contributing to a total of 211,500 SARs outstanding that vest in four equal annual installments beginning one year after grant and expire 10 years from the grant dates.

Insider Trade Summary

Grant/Award: 23,807 shares

Grant/Award 4 txns

Insider Kastner Janeen B.

Role VP Corp. Benefits/Risk Mgmt.

Type	Security	Shares	Price	Value
Grant/Award	Stock Appreciation Rights F5, F6	21,500	$0.00	$0.00
Grant/Award	Common Stock, $0.01 par value F1	1,107	$0.00	$0.00
Grant/Award	Common Stock, $0.01 par value F2, F3	1,200	$0.00	$0.00
holding	Common Stock, $0.01 par value F4	--	--	--

Holdings After Transaction: Stock Appreciation Rights — 211,500 contracts (Direct); Common Stock, $0.01 par value — 136,264 shares (Direct); Common Stock, $0.01 par value — 1,123 shares (Indirect, By 401(k) Plan)

Footnotes (6)

1. F1. The Reporting Person was granted 1,107 shares of Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the "Plan").
2. F2. The Reporting Person was granted 1,200 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.
3. F3. Includes an aggregate of 7,168 unvested restricted shares of Common Stock and 6,740 shares of Common Stock, issued as Performance Earned Restricted Stock
4. F4. Approximate number of shares of Common Stock held as of July 15, 2026 in the account of the Reporting Person by Fidelity Trust Management Company, as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.
5. F5. The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027.
6. F6. Stock Appreciation Rights granted pursuant to the Plan in exempt transactions under Rule 16b-3. These Stock Appreciation Rights vest in four equal annual installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2017 and 2026 and expire 10 years from the date of grant.

Key Figures

Restricted stock grant: 1,107 shares Performance earned restricted stock: 1,200 shares Direct common shares after grant: 136,264 shares +5 more

8 metrics

Restricted stock grant 1,107 shares Common shares granted under 2024 Omnibus Equity and Incentive Plan on July 15, 2026

Performance earned restricted stock 1,200 shares Performance earned restricted shares granted pursuant to the equity plan

Direct common shares after grant 136,264 shares Total direct RPM common stock holdings following reported transactions

401(k) plan holdings 1,123 shares Approximate common shares held via RPM International Inc. 401(k) Trust and Plan as of July 15, 2026

Unvested restricted shares 7,168 shares Unvested restricted RPM common shares included within direct holdings

Performance earned restricted within holdings 6,740 shares Performance earned restricted shares included within direct common share holdings

Stock Appreciation Rights grant 21,500 rights New SARs granted at $103.04 exercise price, expiring July 15, 2036

Total SARs after grant 211,500 rights Aggregate Stock Appreciation Rights position following the reported grant

Key Terms

Stock Appreciation Rights, Performance Earned Restricted Stock, Omnibus Equity and Incentive Plan, Rule 16b-3, +1 more

5 terms

Stock Appreciation Rights financial

"The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027."

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

Performance Earned Restricted Stock financial

"1,200 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan."

Omnibus Equity and Incentive Plan financial

"Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan."

Rule 16b-3 regulatory

"Stock Appreciation Rights granted pursuant to the Plan in exempt transactions under Rule 16b-3."

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

401(k) Trust and Plan financial

"held as of July 15, 2026 in the account of the Reporting Person by Fidelity Trust Management Company, as Trustee of the RPM International Inc. 401(k) Trust and Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did RPM (RPM) executive Janeen B. Kastner acquire in this Form 4?

Janeen B. Kastner received equity compensation consisting of 1,107 common shares, 1,200 performance earned restricted shares, and 21,500 Stock Appreciation Rights at a $103.04 exercise price, all granted on July 15, 2026 under RPM’s equity incentive plan.

How many RPM (RPM) common shares does Janeen B. Kastner hold after the reported transactions?

After the awards, Kastner directly holds 136,264 common shares, which include 7,168 unvested restricted shares and 6,740 performance earned restricted shares. She also holds about 1,123 shares indirectly through the RPM International Inc. 401(k) Trust and Plan.

What are the terms of the Stock Appreciation Rights granted to the RPM (RPM) executive?

Kastner was granted 21,500 Stock Appreciation Rights with a $103.04 exercise price, expiring on July 15, 2036. These, like her other SARs, vest in four equal annual installments beginning one year after the grant date and expire 10 years after grant.

What is the total Stock Appreciation Rights position reported for the RPM (RPM) executive?

Following the latest grant, Kastner holds 211,500 Stock Appreciation Rights tied to RPM common stock. According to the disclosure, these SARs were granted between 2017 and 2026, vest in four equal annual installments, and expire 10 years from their respective grant dates.

How is the RPM (RPM) executive’s 401(k) position described in the Form 4?

The filing notes an approximate 1,123 RPM shares held in Kastner’s account within the RPM International Inc. 401(k) Trust and Plan as of July 15, 2026. These shares are held indirectly, with Fidelity Trust Management Company acting as trustee of the plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/17/2026 - 04:19 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kastner Janeen B.

(Last) (First) (Middle)

2628 PEARL ROAD

(Street)

MEDINA OHIO 44256

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
RPM INTERNATIONAL INC/DE/ [ RPM ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP Corp. Benefits/Risk Mgmt.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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

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

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

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, $0.01 par value	07/15/2026		A(1)		1,107	A	$0	135,063	D
Common Stock, $0.01 par value	07/15/2026		A(2)		1,200	A	$0	136,264(3)	D
Common Stock, $0.01 par value								1,123(4)	I	By 401(k) Plan

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
Stock Appreciation Rights	$103.04	07/15/2026		A		21,500		(5)	07/15/2036	Common Stock	21,500	$0	211,500(6)	D

Explanation of Responses:

1. The Reporting Person was granted 1,107 shares of Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the "Plan").

2. The Reporting Person was granted 1,200 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.

3. Includes an aggregate of 7,168 unvested restricted shares of Common Stock and 6,740 shares of Common Stock, issued as Performance Earned Restricted Stock

4. Approximate number of shares of Common Stock held as of July 15, 2026 in the account of the Reporting Person by Fidelity Trust Management Company, as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.

5. The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027.

6. Stock Appreciation Rights granted pursuant to the Plan in exempt transactions under Rule 16b-3. These Stock Appreciation Rights vest in four equal annual installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2017 and 2026 and expire 10 years from the date of grant.

	/s/ Janeen B. Kastner, by Gregory J. Dziak, her attorney-in-fact pursuant to Power of Attorney daed October 9, 2014 on file with the Commission	07/17/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)