RPM International (RPM) executive withholds shares to satisfy tax obligations

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Form Type

Rhea-AI Filing Summary

RPM International executive Matthew T. Ratajczak reported a tax-related share disposition tied to equity compensation. On May 31, 2026, 769 shares of common stock vested under the company’s 2014 Omnibus Equity and Incentive Plan, and 224 shares were returned to RPM to cover his tax obligations. After this non-market transaction, he directly holds 22,405 shares, including 2,055 unvested restricted shares and 6,100 Performance Earned Restricted Stock shares.

Insider Trade Summary

Net Seller: 224 shares

Net Sell 1 txn

Insider Ratajczak Matthew T

Role VP-Global Tax and Treasurer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $0.01 par value	224	$105.97	$24K

Holdings After Transaction: Common Stock, $0.01 par value — 22,405 shares (Direct)

Footnotes (2)

F1. On May 31, 2026, 769 sares 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 224 shares back to the issuer to satisfy tax obligations of the Reporting Person.
F2. Includes an aggregate of 2,055 unvested restricted shares of Common Stock and 6,100 shares of Common Stock, issued as Performance Earned Restricted Stock.

Key Figures

Tax-withholding shares: 224 shares Vested shares: 769 shares Implied value per share: $105.97 per share +3 more

6 metrics

Tax-withholding shares 224 shares Disposed back to RPM to satisfy tax obligations

Vested shares 769 shares Common Stock vested on May 31, 2026 under 2014 Plan

Implied value per share $105.97 per share Price used for the 224-share tax-withholding disposition

Shares held after transaction 22,405 shares Total direct RPM common shares following disposition

Unvested restricted shares 2,055 shares Unvested restricted RPM common stock included in holdings

Performance Earned Restricted Stock 6,100 shares Performance Earned Restricted Stock included in current holdings

Key Terms

2014 Omnibus Equity and Incentive Plan, tax obligations, Performance Earned Restricted Stock

3 terms

2014 Omnibus Equity and Incentive Plan financial

"issued to the Reporting Person pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan"

tax obligations financial

"disposed of 224 shares back to the issuer to satisfy tax obligations of the Reporting Person"

Performance Earned Restricted Stock financial

"6,100 shares of Common Stock, issued as Performance Earned Restricted Stock"

FAQ

What insider transaction did RPM VP Matthew Ratajczak report on this Form 4 for RPM?

Matthew T. Ratajczak reported a tax-withholding disposition of 224 RPM common shares. These shares were returned to RPM to cover taxes owed on vested equity compensation, rather than being sold in the open market.

How many RPM shares vested for Matthew Ratajczak on May 31, 2026?

On May 31, 2026, 769 RPM common shares vested for Matthew T. Ratajczak under the 2014 Omnibus Equity and Incentive Plan. A portion of these vested shares was used to satisfy his associated tax obligations.

Was the RPM insider transaction a market sale of shares?

No, the transaction was not a market sale. The 224 RPM shares were disposed of back to the issuer to satisfy tax obligations on vested stock, a routine tax-withholding mechanism rather than an open-market sale.

How many RPM shares does Matthew Ratajczak hold after this reported transaction?

After the tax-withholding disposition, Matthew T. Ratajczak directly holds 22,405 RPM common shares. This total includes 2,055 unvested restricted shares and 6,100 shares classified as Performance Earned Restricted Stock.

What RPM equity awards are included in Matthew Ratajczak’s current holdings?

His holdings include 2,055 unvested restricted RPM common shares and 6,100 Performance Earned Restricted Stock shares. These awards are part of grants made under RPM International Inc.’s 2014 Omnibus Equity and Incentive Plan.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/02/2026 - 04:42 PM

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^*

Ratajczak Matthew T

(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-Global Tax and Treasurer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	05/31/2026		F⁽¹⁾		224	D	$105.97	22,405⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On May 31, 2026, 769 sares 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 224 shares back to the issuer to satisfy tax obligations of the Reporting Person.

2. Includes an aggregate of 2,055 unvested restricted shares of Common Stock and 6,100 shares of Common Stock, issued as Performance Earned Restricted Stock.

	/s/ Matthew T. Ratajczak, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated April 4, 2012 on file with the Commission	06/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR