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RPM (RPM) former VP covers tax bill with 208 shares and retains 21,040

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RPM International former VP-Operations Timothy R. Kinser reported routine equity compensation activity. On May 31, 2026, 612 shares of Common Stock vested under the company’s 2014 Omnibus Equity and Incentive Plan, and 208 shares were returned to the issuer to cover his tax obligations, a non-market tax-withholding disposition.

After this transaction, he directly held 21,040 shares of Common Stock, including 3,606 unvested restricted shares and 5,540 Performance Earned Restricted Stock shares. He also holds Stock Appreciation Rights tied to 70,000 underlying shares of Common Stock, which were granted between 2022 and 2025 under Rule 16b-3.

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Insider Kinser Timothy R.
Role Former VP-Operations
Type Security Shares Price Value
Tax Withholding Common Stock, $0.01 par value 208 $105.97 $22K
holding Stock Appreciation Rights -- -- --
Holdings After Transaction: Common Stock, $0.01 par value — 21,040 shares (Direct, null); Stock Appreciation Rights — 70,000 shares (Direct, null)
Footnotes (1)
  1. On May 31, 2026, 612 shares of Common Stock issued to the Reporting Person pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the terms of the Plan, the Reporting Person disposed of 208 shares back to the issuer to satisfy tax obligations of the Reporting Person. Includes an aggregate of 3,606 unvested restricted shares of Common Stock and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock. No transaction being reported on this line. Reported on a previously filed Form 3, Form 4 or Form 5. Stock Appreciation Rights granted 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 2022 and 2025 and expire 10 years from the date of grant.
Shares withheld for taxes 208 shares Disposed back to issuer at $105.97 per share to cover tax obligations
Vested shares 612 shares Common Stock vested on May 31, 2026 under 2014 Omnibus Equity and Incentive Plan
Shares held after transaction 21,040 shares Total direct Common Stock holdings following tax-withholding disposition
Unvested restricted shares 3,606 shares Unvested restricted Common Stock included in post-transaction holdings
Performance Earned Restricted Stock 5,540 shares Performance-based restricted shares included in holdings
Underlying shares for SARs 70,000 shares Common Stock underlying Stock Appreciation Rights held directly
Reported price per share for tax withholding $105.97 per share Value used for 208-share tax-withholding disposition of Common Stock
Stock Appreciation Rights financial
"Stock Appreciation Rights granted in exempt transactions under Rule 16b-3."
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.
restricted shares of Common Stock financial
"Includes an aggregate of 3,606 unvested restricted shares of Common Stock"
Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.
Performance Earned Restricted Stock financial
"and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock."
Rule 16b-3 regulatory
"Stock Appreciation Rights granted 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.
tax obligations financial
"disposed of 208 shares back to the issuer to satisfy tax obligations of the Reporting Person."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
X
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*
Kinser Timothy R.
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Former VP-Operations
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value05/31/2026F(1)208D$105.9721,040(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights(3) (4) (4)Common Stock70,00070,000D
Explanation of Responses:
1. On May 31, 2026, 612 shares of Common Stock issued to the Reporting Person pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the terms of the Plan, the Reporting Person disposed of 208 shares back to the issuer to satisfy tax obligations of the Reporting Person.
2. Includes an aggregate of 3,606 unvested restricted shares of Common Stock and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock.
3. No transaction being reported on this line. Reported on a previously filed Form 3, Form 4 or Form 5.
4. Stock Appreciation Rights granted 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 2022 and 2025 and expire 10 years from the date of grant.
/s/ Timothy R. Kinser, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated October 14, 2021 on file with the Commission06/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did RPM (RPM) report for Timothy R. Kinser?

RPM disclosed that former VP-Operations Timothy R. Kinser had 612 shares vest and disposed of 208 shares back to the company to cover tax obligations. This was recorded as a tax-withholding disposition, not an open-market sale of shares.

How many RPM (RPM) shares does Timothy R. Kinser hold after this Form 4?

After the reported transaction, Timothy R. Kinser directly holds 21,040 shares of RPM Common Stock. This total includes unvested restricted shares and Performance Earned Restricted Stock that remain subject to vesting and plan conditions under the company’s equity incentive plan.

Was the RPM (RPM) insider transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Kinser returned 208 shares to RPM to satisfy tax obligations arising from the vesting of 612 shares granted under the company’s 2014 Omnibus Equity and Incentive Plan.

What restricted and performance shares does Timothy R. Kinser hold at RPM (RPM)?

Kinser’s holdings include 3,606 unvested restricted shares of Common Stock and 5,540 shares of Performance Earned Restricted Stock. These awards are subject to vesting terms and performance conditions under RPM International’s equity and incentive compensation programs.

What Stock Appreciation Rights does the RPM (RPM) insider retain?

Kinser holds Stock Appreciation Rights linked to 70,000 underlying RPM Common Stock shares. These rights were granted between 2022 and 2025 under Rule 16b-3, vest in four equal annual installments, and expire ten years after each respective grant date.

How many RPM (RPM) shares were used to cover Timothy Kinser’s taxes?

To cover tax obligations on vested shares, Timothy Kinser disposed of 208 shares of RPM Common Stock back to the issuer. The transaction was priced at $105.97 per share for reporting purposes and recorded under code F as a tax-liability payment.