RPM International awards shares and SARs to CFO

Accepted by SEC EDGAR 07/17/2026 - 04:32 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

RPM International reported that VP and CFO Gordon Russell L received equity awards on July 15, 2026, including 959 shares of Common Stock, 1,470 Performance Earned Restricted Stock, and 26,400 Stock Appreciation Rights at a $103.0400 exercise price, vesting in four equal annual installments beginning July 15, 2027 and expiring July 15, 2036. Following these grants, he directly holds 81,418.7 Common shares and 219,800 Stock Appreciation Rights, including 6,628 unvested restricted shares and 7,010 performance-earned restricted shares under the company’s 2024 Omnibus Equity and Incentive Plan.

Insider Trade Summary

Grant/Award: 28,829 shares

Grant/Award 3 txns

Insider Gordon Russell L

Role VP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Stock Appreciation Rights F4, F5	26,400	$0.00	$0.00
Grant/Award	Common Stock, $0.01 par value F1	959	$0.00	$0.00
Grant/Award	Common Stock, $0.01 par value F2, F3	1,470	$0.00	$0.00

Holdings After Transaction: Stock Appreciation Rights — 219,800 rights (Direct); Common Stock, $0.01 par value — 81,418.7 shares (Direct)

Footnotes (5)

1. F1. The Reporting Person was granted 959 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 1,470 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.
3. F3. Includes an aggregate of 6,628 unvested restricted shares of Common Stock and 7,010 shares of Common Stock, issued as Performance Earned Restricted Stock.
4. F4. The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027.
5. F5. 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

Common stock grant (Plan): 959 shares Performance Earned Restricted Stock grant: 1,470 shares Stock Appreciation Rights granted: 26,400 rights +5 more

8 metrics

Common stock grant (Plan) 959 shares Shares of Common Stock granted under the 2024 Omnibus Equity and Incentive Plan on 2026-07-15

Performance Earned Restricted Stock grant 1,470 shares Performance Earned Restricted Stock granted under the Plan on 2026-07-15

Stock Appreciation Rights granted 26,400 rights Stock Appreciation Rights granted on 2026-07-15 under the Plan

SAR exercise price $103.0400 per share Conversion or exercise price for Stock Appreciation Rights granted 2026-07-15

SAR expiration date 2036-07-15 Expiration date for the newly granted Stock Appreciation Rights

Common Stock held after grants 81,418.7 shares Direct Common Stock holdings following July 15, 2026 awards

Unvested and performance-restricted shares 6,628 and 7,010 shares Unvested restricted shares and Performance Earned Restricted Stock included in holdings

Stock Appreciation Rights held after grant 219,800 rights Total Stock Appreciation Rights position after the latest grant

Key Terms

Stock Appreciation Rights, Performance Earned Restricted Stock, RPM International Inc. 2024 Omnibus Equity and Incentive Plan, Rule 16b-3

4 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

"1,470 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan."

RPM International Inc. 2024 Omnibus Equity and Incentive Plan financial

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

FAQ

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

What insider equity awards did RPM (RPM) grant to VP and CFO Gordon Russell L on July 15, 2026?

RPM granted VP and CFO Gordon Russell L 959 shares of Common Stock, 1,470 shares of Performance Earned Restricted Stock, and 26,400 Stock Appreciation Rights on July 15, 2026, all issued under the RPM International Inc. 2024 Omnibus Equity and Incentive Plan.

How many RPM (RPM) common shares were granted to VP and CFO Gordon Russell L in this Form 4?

The VP and CFO received 959 shares of Common Stock plus 1,470 shares of Performance Earned Restricted Stock. Both grants were issued pursuant to RPM’s 2024 Omnibus Equity and Incentive Plan as part of his equity-based compensation.

What Stock Appreciation Rights did RPM (RPM) award to Gordon Russell L and on what terms?

RPM awarded 26,400 Stock Appreciation Rights with a $103.0400 exercise price, expiring July 15, 2036. These rights vest in four equal annual installments beginning July 15, 2027, and are granted under the company’s 2024 Omnibus Equity and Incentive Plan.

What are Gordon Russell L's RPM (RPM) common stock holdings after these grants?

After the reported grants, he directly holds 81,418.7 shares of RPM Common Stock. This total includes 6,628 unvested restricted shares and 7,010 Performance Earned Restricted Stock shares, as described in the accompanying equity plan footnote.

How many Stock Appreciation Rights in RPM (RPM) does Gordon Russell L hold following the latest grant?

Following the new award of 26,400 rights, Gordon Russell L holds 219,800 Stock Appreciation Rights in total. These rights were granted between 2017 and 2026 under the equity plan and generally expire 10 years from their respective grant dates.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

Gordon Russell L

(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 and CFO

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)		959	A	$0	79,948.7	D
Common Stock, $0.01 par value	07/15/2026		A(2)		1,470	A	$0	81,418.7(3)	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
Stock Appreciation Rights	$103.04	07/15/2026		A		26,400		(4)	07/15/2036	Common Stock	26,400	$0	219,800(5)	D

Explanation of Responses:

1. The Reporting Person was granted 959 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 1,470 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.

3. Includes an aggregate of 6,628 unvested restricted shares of Common Stock and 7,010 shares of Common Stock, issued as Performance Earned Restricted Stock.

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

5. 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/ Russell L. Gordon, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated April 4, 2012 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)