RPM (RPM) VP exercises 30,000 stock rights, holds 134,704 shares

Rhea-AI Filing Summary

RPM International vice president Janeen B. Kastner reported a compensation-related equity transaction involving company common stock. She exercised 30,000 Stock Appreciation Rights at $50.99 per share into common shares. Of the resulting shares, 5,452 were withheld to cover tax obligations and 13,931 were returned to the issuer.

After these transactions, she directly holds 134,704 shares of RPM common stock and indirectly holds approximately 1,117 shares through the RPM International Inc. 401(k) Trust and Plan as of April 17, 2026.

Insider Trade Summary

30,000 shares exercised/converted

Mixed 5 txns

Insider Kastner Janeen B.

Role VP Corp. Benefits/Risk Mgmt.

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights	30,000	$0.00	--
Exercise	Common Stock, $0.01 par value	30,000	$50.99	$1.53M
Disposition	Common Stock, $0.01 par value	13,931	$109.81	$1.53M
Tax Withholding	Common Stock, $0.01 par value	5,452	$109.81	$599K
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Stock Appreciation Rights — 190,000 shares (Direct, null); Common Stock, $0.01 par value — 154,057 shares (Direct, null); Common Stock, $0.01 par value — 1,117 shares (Indirect, By 401(k) Plan)

Footnotes (1)

1. Approximate number of shares of Common Stock held as of April 17, 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. Includes an aggregate of 7,837 unvested restricted shares of Common Stock, 16,121 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock. The Stock Appreciation Rights vested on July 25, 2017, 2018, 2019 and 2020. 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 2017 and 2025 and expire 10 years from the date of grant.

Key Figures

Stock Appreciation Rights exercised: 30,000 rights Exercise price: $50.99 per share Tax-withheld shares: 5,452 shares +3 more

6 metrics

Stock Appreciation Rights exercised 30,000 rights Converted into common stock on April 17, 2026

Exercise price $50.99 per share Price for Stock Appreciation Rights exercise

Tax-withheld shares 5,452 shares Shares withheld for taxes at $109.81 per share

Shares returned to issuer 13,931 shares Disposition to RPM at $109.81 per share

Direct holdings after transaction 134,704 shares RPM common stock held directly after April 17, 2026

Indirect 401(k) holdings 1,117 shares Approximate common shares in RPM 401(k) Plan as of April 17, 2026

Key Terms

Stock Appreciation Rights, tax-withholding disposition, issuer disposition, Performance Earned Restricted Stock, +1 more

5 terms

Stock Appreciation Rights financial

"The Stock Appreciation Rights vested on July 25, 2017, 2018, 2019 and 2020."

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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

issuer disposition financial

"transaction_action": "issuer disposition""

Performance Earned Restricted Stock financial

"5,540 shares of Common Stock, issued as Performance Earned Restricted Stock."

RPM International Inc. 401(k) Trust and Plan financial

"by Fidelity Trust Management Company, as Trustee of the RPM International Inc. 401(k) Trust and Plan"

Form 4 Insider Transactions: What Each Field Means →

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^*

Kastner Janeen B.

(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 Corp. Benefits/Risk Mgmt.

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	04/17/2026		M		30,000	A	$50.99	154,057	D
Common Stock, $0.01 par value	04/17/2026		D		13,931	D	$109.81	140,126	D
Common Stock, $0.01 par value	04/17/2026		F		5,452	D	$109.81	134,704(2)	D
Common Stock, $0.01 par value								1,117	I(1)	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	$50.99	04/17/2026		M			30,000	(3)	(3)	Common Stock	30,000	$0	190,000	D(4)

Explanation of Responses:

1. Approximate number of shares of Common Stock held as of April 17, 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.

2. Includes an aggregate of 7,837 unvested restricted shares of Common Stock, 16,121 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock.

3. The Stock Appreciation Rights vested on July 25, 2017, 2018, 2019 and 2020.

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 2017 and 2025 and expire 10 years from the date of grant.

	/s/ Janeen B. Kastner, by Gregory J. Dziak, here attorney-in-fact pursuant to Power of Attorney dated October 9, 2014 on file with the Commission	04/21/2026
	** 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)

FAQ

What insider transaction did RPM VP Janeen Kastner report on Form 4?

Janeen B. Kastner reported exercising 30,000 Stock Appreciation Rights into RPM common stock at $50.99 per share. Shares were then partially withheld for taxes and partially returned to the issuer, reflecting a compensation-related transaction rather than an open-market stock purchase or sale.

How many RPM shares did Janeen Kastner receive and dispose of in this filing?

She exercised 30,000 Stock Appreciation Rights into common shares. Of these, 5,452 shares were withheld to satisfy tax obligations at $109.81 per share, and 13,931 shares were disposed of back to RPM, leaving a net increase in her directly held common stock position.

What are Janeen Kastner’s RPM share holdings after the reported transactions?

Following the reported transactions, Janeen Kastner directly holds 134,704 shares of RPM common stock. She also has an indirect position of approximately 1,117 shares held in her account within the RPM International Inc. 401(k) Trust and Plan as of April 17, 2026.

Was the RPM insider transaction an open-market buy or sell of shares?

The activity reflects an exercise of Stock Appreciation Rights and related dispositions, not an open-market trade. Shares were issued upon exercise, then some were withheld to cover tax liabilities and some were returned to RPM, consistent with equity compensation mechanics rather than discretionary market buying or selling.

What tax-related transaction did RPM report for Janeen Kastner’s Form 4?

The filing shows a tax-withholding disposition of 5,452 RPM common shares at $109.81 per share. These shares were withheld to satisfy tax obligations arising from the exercise of Stock Appreciation Rights, a standard feature of equity compensation rather than a voluntary market sale of stock.

How are Janeen Kastner’s indirect RPM holdings structured in this Form 4?

Her indirect holdings consist of approximately 1,117 RPM common shares in a 401(k) account. These are held by Fidelity Trust Management Company as Trustee of the RPM International Inc. 401(k) Trust and Plan, reflecting retirement-plan ownership rather than direct brokerage-held shares.