RPM International CEO exercises 200,000 stock rights
RPM International Chairman and CEO Frank C. Sullivan exercised 200,000 Stock Appreciation Rights on August 5, 2026 at $62.17 per share, receiving 200,000 shares of common stock.
Rhea-AI Filing Summary
RPM International Chairman and CEO Frank C. Sullivan exercised 200,000 Stock Appreciation Rights on August 5, 2026 at $62.17 per share, receiving 200,000 shares of common stock. He then returned 106,529 shares to the issuer and delivered or withheld 40,753 shares at $116.72 per share for payment of exercise price or tax liability. After the exercise, he held 1,031,300 Stock Appreciation Rights, plus indirect holdings of 15,600 shares in a trust and approximately 5,274 shares in a 401(k) plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
200,000 shares exercised/converted
Exercise
6 txns
Insider
SULLIVAN FRANK C
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Appreciation Rights F3, F4 | 200,000 | $0.00 | $0.00 |
| Exercise | Common Stock, $0.01 par value | 200,000 | $62.17 | $12.43M |
| Disposition | Common Stock, $0.01 par value | 106,529 | $116.72 | $12.43M |
| Exercise Price or Tax Liability | Common Stock, $0.01 par value F1 | 40,753 | $116.72 | $4.76M |
| holding | Common Stock, $0.01 par value | -- | -- | -- |
| holding | Common Stock, $0.01 par value F2 | -- | -- | -- |
Holdings After Transaction:
Stock Appreciation Rights — 1,031,300 contracts (Direct);
Common Stock, $0.01 par value — 1,065,995 shares (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 — 5,274 shares (Indirect, By 401(k) Plan)
Footnotes (4)
- F1. Includes 23,970 shares of Common Stock, issued as Performance Earned Restricted Stock.
- F2. Approximate number of shares of Common Stock held as of August 5, 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.
- F3. The Stock Appreciation Rights vested on July 18, 2020, 2021, 2022 and 2023.
- F4. 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 2020 and 2026 and expire 10 years from the date of grant.
Key Figures
Stock Appreciation Rights Exercised: 200,000 rights
Exercise Price per Share: $62.17 per share
Shares Disposed to Issuer: 106,529 shares
+5 more
8 metrics
Stock Appreciation Rights Exercised
200,000 rights
Exercised on August 5, 2026
Exercise Price per Share
$62.17 per share
Price for exercising 200,000 Stock Appreciation Rights
Shares Disposed to Issuer
106,529 shares
Common stock returned to issuer at $116.72 per share
Disposition Price to Issuer
$116.72 per share
Price for 106,529-share disposition to issuer
Shares for Exercise Price or Tax
40,753 shares
Shares delivered or withheld at $116.72 per share
Stock Appreciation Rights Remaining
1,031,300 rights
Stock Appreciation Rights held after 200,000-right exercise
Trust-Held Shares
15,600 shares
Indirect holdings via Thomas C. Sullivan Irrevocable Trust
401(k) Plan Shares
5,274 shares
Approximate RPM shares held in 401(k) as of August 5, 2026
Key Terms
Stock Appreciation Rights, Performance Earned Restricted Stock, Rule 16b-3, RPM International Inc. 401(k) Trust and Plan
4 terms
Stock Appreciation Rights financial
"The Stock Appreciation Rights vested on July 18, 2020, 2021, 2022 and 2023."
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 23,970 shares of Common Stock, issued as Performance Earned Restricted Stock."
Rule 16b-3 financial
"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.
RPM International Inc. 401(k) Trust and Plan financial
"held as of August 5, 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 on this Form 4?
Frank C. Sullivan reported exercising 200,000 Stock Appreciation Rights at $62.17 per share, receiving 200,000 RPM common shares. He also reported returning 106,529 shares to the issuer and delivering or withholding 40,753 shares for payment of exercise price or tax liability.
How many RPM (RPM) Stock Appreciation Rights did the CEO retain after the transaction?
After exercising 200,000 Stock Appreciation Rights, Frank C. Sullivan held 1,031,300 Stock Appreciation Rights. These rights, according to a footnote, were granted under Rule 16b-3, vest in four annual installments, and expire ten years from their respective grant dates.
AI-generated analysis. How Rhea-AI works. Not financial advice.
