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RPM International (RPM) CEO reports tax share withholding and large SAR holdings

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

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

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Insider SULLIVAN FRANK C
Role Chairman and CEO
Type Security Shares Price Value
Tax Withholding 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, null); Stock Appreciation Rights — 1,101,800 shares (Direct, null); Common Stock, $0.01 par value — 15,600 shares (Indirect, By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12)
Footnotes (1)
  1. 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. Includes 27,210 shares of Common Stock, issued as Performance Earned Restricted Stock 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. 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 2019 and 2025 and expire 10 years from the date of grant.
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
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"
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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
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*
SULLIVAN FRANK C
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
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)496D$105.971,009,930(2)D
Common Stock, $0.01 par value15,600IBy Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
Common Stock, $0.01 par value5,247(3)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights(4) (5) (5)Common Stock1,101,8001,101,800(5)D
Explanation of Responses:
1. 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.
2. Includes 27,210 shares of Common Stock, issued as Performance Earned Restricted Stock
3. 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.
4. No transaction being reported on this line. Reported on a previously filed Form 3, Form 4 or Form 5.
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 2019 and 2025 and expire 10 years from the date of grant.
/s/ Frank C. Sullivan, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated September 26, 2013 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 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.

How many RPM (RPM) shares does the CEO hold after this transaction?

After the transaction, Frank C. Sullivan held 1,009,930 RPM common shares directly. He also had 5,247 shares in a 401(k) account and 15,600 shares in an irrevocable trust, in addition to separate stock appreciation rights.

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.

How many RPM (RPM) shares were withheld for taxes in this Form 4?

The filing shows 496 RPM common shares were disposed of back to the issuer. This disposition covered tax obligations arising from the vesting of 1,732 shares granted under the company’s omnibus equity and incentive plan.