RPM CEO has shares withheld for equity taxes
RPM International Chairman and CEO Frank C. Sullivan reported routine equity compensation activity.
Rhea-AI Filing Summary
RPM International Chairman and CEO Frank C. Sullivan reported routine equity compensation activity. On May 31, 2026, 1,732 shares of common stock vested under the company’s 2014 Omnibus Equity and Incentive Plan. To cover related tax obligations, 496 shares were returned to the issuer at $105.97 per share, a tax-withholding disposition rather than an open-market sale. Following this, Sullivan directly held 1,009,930 common shares, plus indirect holdings of 5,247 shares in a 401(k) plan and 15,600 shares in an irrevocable trust. He also held stock appreciation rights tied to 1,101,800 underlying common shares granted between 2019 and 2025.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise Price or Tax Liability: 496 shares
Exercise Price or Tax Liability
4 txns
Insider
SULLIVAN FRANK C
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Common Stock, $0.01 par value | 496 | $105.97 | $53K |
| holding | Stock Appreciation Rights | -- | -- | -- |
| holding | Common Stock, $0.01 par value | -- | -- | -- |
| holding | Common Stock, $0.01 par value | -- | -- | -- |
Holdings After Transaction:
Common Stock, $0.01 par value — 1,009,930 shares (Direct);
Stock Appreciation Rights — 1,101,800 contracts (Direct);
Common Stock, $0.01 par value — 15,600 shares (Indirect, By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12);
Common Stock, $0.01 par value — 5,247 shares (Indirect, By 401(k) Plan)
Footnotes (5)
- F1. On May 31, 2026, 1,732 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 496 shares back to the issuer to satisfy tax obligations of the Reporting Person.
- F2. Includes 27,210 shares of Common Stock, issued as Performance Earned Restricted Stock
- F3. Approximate number of shares of Common Stock held as of May 31, 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.
- F4. No transaction being reported on this line. Reported on a previously filed Form 3, Form 4 or Form 5.
- F5. 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 2019 and 2025 and expire 10 years from the date of grant.
Key Figures
Shares vested: 1,732 shares
Shares withheld for taxes: 496 shares at $105.97
Direct common shares after transaction: 1,009,930 shares
+3 more
6 metrics
Shares vested
1,732 shares
Common Stock vested on May 31, 2026 under 2014 Omnibus Plan
Shares withheld for taxes
496 shares at $105.97
Returned to issuer to satisfy tax obligations on vested award
Direct common shares after transaction
1,009,930 shares
Direct RPM common stock holdings following May 31, 2026 disposition
401(k) plan holdings
5,247 shares
Approximate RPM common shares in 401(k) as of May 31, 2026
Irrevocable trust holdings
15,600 shares
RPM common shares held in Thomas C. Sullivan Irrevocable Trust
Underlying shares for SARs
1,101,800 shares
Common shares underlying stock appreciation rights held directly
Key Terms
Stock Appreciation Rights, Performance Earned Restricted Stock, tax obligations, Rule 16b-3, +1 more
5 terms
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.
Performance Earned Restricted Stock financial
"Includes 27,210 shares of Common Stock, issued as Performance Earned Restricted Stock"
tax obligations financial
"disposed of 496 shares back to the issuer to satisfy tax obligations of the Reporting Person."
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.
401(k) Trust and Plan financial
"held as of May 31, 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) CEO Frank C. Sullivan report in this Form 4?
Frank C. Sullivan reported vesting of 1,732 RPM common shares from an equity plan. To pay taxes on this award, 496 shares were returned to the company, while the remaining vested shares increased his overall equity holdings.
Was there an open-market sale of RPM (RPM) stock by the CEO?
No open-market sale occurred. The filing shows 496 RPM shares were disposed of back to the issuer solely to satisfy tax obligations on a vested equity award, a common non-market transaction for executive compensation.
What equity award vested for RPM (RPM) CEO Frank C. Sullivan?
An award of 1,732 RPM common shares vested under the 2014 Omnibus Equity and Incentive Plan. The filing notes part of this equity was previously issued as Performance Earned Restricted Stock, reflecting performance-based compensation.
What stock appreciation rights does the RPM (RPM) CEO still hold?
Frank C. Sullivan holds stock appreciation rights linked to 1,101,800 underlying RPM common shares. These rights were granted between 2019 and 2025, vest in four equal annual installments, and expire ten years after their respective grant dates.
AI-generated analysis. How Rhea-AI works. Not financial advice.
