RPM International VP uses shares to cover taxes

Andrew G. Polanco, VP – Operations at RPM International, transferred 511 shares of Common Stock back to the company at $105.08 per share to satisfy tax obligations triggered by the vesting of Performance Stock Units granted in 2023.

Rhea-AI Filing Summary

Andrew G. Polanco, VP – Operations at RPM International, transferred 511 shares of Common Stock back to the company at $105.08 per share to satisfy tax obligations triggered by the vesting of Performance Stock Units granted in 2023. After this tax-withholding disposition, he holds 12,901 Common shares, including 2,658 unvested restricted shares and 3,820 Performance Earned Restricted Stock shares, and also holds Stock Appreciation Rights covering 6,100 underlying shares that vest in four equal annual installments and expire 10 years after their July 15, 2026 grant. The transaction was not reported as being under a Rule 10b5-1 trading plan.

Insider Trade Summary

Tax Withholding: 511 shares

Tax Withholding 2 txns

Insider Polanco Andrew G.

Role VP - Operations

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value F1, F2	511	$105.08	$54K
holding	Stock Appreciation Rights F3, F4	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 12,901 shares (Direct); Stock Appreciation Rights — 6,100 contracts (Direct)

Footnotes (4)

1. F1. On July 19, 2026, a portion of the Reporting Person's Performance Stock Units previously granted in 2023 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 511 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
2. F2. ncludes an aggregate of 2,658 unvested restricted shares of Common Stock and 3,820 shares of Common Stock, issued as Performance Earned Restricted Stock.
3. F3. No transaction is being reported on this line. Reported on a previously filed Form 3.
4. F4. Stock Appreciation Rights granted pursuant to the Plan 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 on July 15, 2026 and expire 10 years from the date of grant.

Key Figures

Shares disposed for taxes: 511 shares Disposition price: $105.08 per share Common shares after transaction: 12,901 shares +5 more

8 metrics

Shares disposed for taxes 511 shares Common Stock returned to issuer to satisfy tax obligations on July 19, 2026

Disposition price $105.08 per share Price per share for 511-share tax-withholding disposition

Common shares after transaction 12,901 shares Total Common Stock holdings following the July 19, 2026 disposition

Unvested restricted shares 2,658 shares Unvested restricted Common Stock included in post-transaction holdings

Performance Earned Restricted Stock 3,820 shares Performance Earned Restricted Stock included in post-transaction holdings

Underlying shares in SARs 6,100 shares Common Stock underlying Stock Appreciation Rights held directly

SAR vesting schedule 4 equal annual installments Stock Appreciation Rights vesting pattern starting one year after July 15, 2026 grant

SAR term 10 years from grant Expiration period of Stock Appreciation Rights granted July 15, 2026

Key Terms

Performance Stock Units, Stock Appreciation Rights, Performance Earned Restricted Stock, restricted shares, +1 more

5 terms

Performance Stock Units financial

"a portion of the Reporting Person's Performance Stock Units previously granted in 2023"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Stock Appreciation Rights financial

"Stock Appreciation Rights granted pursuant to the Plan in exempt transactions"

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

"3,820 shares of Common Stock, issued as Performance Earned Restricted Stock"

restricted shares financial

"an aggregate of 2,658 unvested restricted shares of Common Stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Rule 16b-3 regulatory

"granted pursuant to the Plan 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did RPM (RPM) executive Andrew G. Polanco report?

Andrew G. Polanco reported a tax-withholding disposition of 511 RPM shares. The shares were returned to the issuer at $105.08 per share to cover tax obligations arising from the vesting of Performance Stock Units granted in 2023 under the company’s equity plan.

How many RPM (RPM) shares does Andrew G. Polanco own after this transaction?

After the reported transaction, Andrew G. Polanco holds 12,901 RPM Common shares. This figure includes 2,658 unvested restricted shares and 3,820 Performance Earned Restricted Stock shares, with the balance representing other vested Common Stock held directly.

Was Andrew G. Polanco’s RPM (RPM) share disposition under a Rule 10b5-1 plan?

The reported RPM transaction was not indicated as made under a Rule 10b5-1 trading plan. The Form 4-level checkbox for Rule 10b5-1 was not checked, and the footnotes describe the disposition solely as satisfying tax obligations from vesting Performance Stock Units.

Did Andrew G. Polanco sell RPM (RPM) shares on the open market?

The transaction did not involve an open-market sale of RPM shares. Instead, 511 shares of Common Stock were disposed of back to the issuer specifically to satisfy tax obligations related to the vesting of Performance Stock Units granted in 2023 under the equity plan.

What stock appreciation rights related to RPM (RPM) does Andrew G. Polanco hold?

Andrew G. Polanco holds Stock Appreciation Rights tied to 6,100 underlying RPM shares. These rights were granted on July 15, 2026, vest in four equal annual installments starting one year after grant, and expire 10 years from the grant date.

How many of Andrew G. Polanco’s RPM (RPM) shares are restricted or performance-based?

Within his 12,901 RPM shares, 2,658 are unvested restricted shares and 3,820 are Performance Earned Restricted Stock. These figures indicate that a significant portion of his holdings remains tied to equity-based compensation and vesting conditions under the company plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/21/2026 - 04:38 PM Learn about SEC filing dates

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^*

Polanco Andrew G.

(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 - Operations

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2026

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	07/19/2026		F(1)		511	D	$105.08	12,901(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Rights	(3)							(4)	(4)	Common Stock	6,100		6,100	D

Explanation of Responses:

1. On July 19, 2026, a portion of the Reporting Person's Performance Stock Units previously granted in 2023 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 511 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.

2. ncludes an aggregate of 2,658 unvested restricted shares of Common Stock and 3,820 shares of Common Stock, issued as Performance Earned Restricted Stock.

3. No transaction is being reported on this line. Reported on a previously filed Form 3.

4. Stock Appreciation Rights granted pursuant to the Plan 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 on July 15, 2026 and expire 10 years from the date of grant.

	/s/ Andrew G. Polanco, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated July 2, 2026 on file with the Commission	07/21/2026
	** 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)