RPM executive granted stock and 48,300 SARs

RPM International Inc. President & COO David C. Dennsteadt reported equity awards in company securities.

Rhea-AI Filing Summary

RPM International Inc. President & COO David C. Dennsteadt reported equity awards in company securities. He was granted 1,717 shares of Common Stock under the 2024 Omnibus Equity and Incentive Plan and 1,470 shares of Performance Earned Restricted Stock. He also received 48,300 Stock Appreciation Rights tied to Common Stock at a $103.04 exercise price, expiring on July 15, 2036 and vesting in four equal installments beginning July 15, 2027. Separately, approximately 600 shares of Common Stock are held for him in the RPM 401(k) Plan.

Insider Trade Summary

Grant/Award: 51,487 shares

Grant/Award 4 txns

Insider Dennsteadt David C.

Role President & COO

Type	Security	Shares	Price	Value
Grant/Award	Stock Appreciation Rights F5, F6	48,300	$0.00	$0.00
Grant/Award	Common Stock, $0.01 par value F1	1,717	$0.00	$0.00
Grant/Award	Common Stock, $0.01 par value F2, F3	1,470	$0.00	$0.00
holding	Common Stock, $0.01 par value F4	--	--	--

Holdings After Transaction: Stock Appreciation Rights — 215,600 contracts (Direct); Common Stock, $0.01 par value — 32,609 shares (Direct); Common Stock, $0.01 par value — 600 shares (Indirect, By 401(k) Plan)

Footnotes (6)

1. F1. The Reporting Person was granted 1,717 shares of Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the "Plan").
2. F2. The Reporting Person was granted 1,470 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.
3. F3. Includes an aggregate of 17,225 unvested restricted shares of Common Stock and 11,070 shares of Common Stock, issued as Performance Earned Restricted Stock.
4. F4. Approximate number of shares of Common Stock held as of July 15, 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.
5. F5. The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027.
6. F6. 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

Common Stock grant: 1,717 shares Performance Earned Restricted Stock: 1,470 shares Stock Appreciation Rights granted: 48,300 rights +5 more

8 metrics

Common Stock grant 1,717 shares Shares of Common Stock granted under the 2024 Omnibus Equity and Incentive Plan

Performance Earned Restricted Stock 1,470 shares Performance Earned Restricted Stock granted pursuant to the Plan

Stock Appreciation Rights granted 48,300 rights SARs linked to Common Stock granted on July 15, 2026

SAR exercise price $103.04 per share Conversion or exercise price for 48,300 Stock Appreciation Rights

SAR expiration July 15, 2036 Expiration date of the granted Stock Appreciation Rights

Direct holdings after grant 32,609 shares Direct Common Stock holdings reported after 1,470-share grant, including restricted stock

Unvested restricted shares 17,225 shares Unvested restricted Common Stock included in direct holdings

401(k) Plan holdings 600 shares Approximate Common Stock held in RPM 401(k) Trust and Plan as of July 15, 2026

Key Terms

Stock Appreciation Rights, Performance Earned Restricted Stock, 2024 Omnibus Equity and Incentive Plan, Rule 16b-3, +1 more

5 terms

Stock Appreciation Rights financial

"The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027."

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

"shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan."

2024 Omnibus Equity and Incentive Plan financial

"shares of Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan"

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.

unvested restricted shares financial

"Includes an aggregate of 17,225 unvested restricted shares of Common Stock"

FAQ

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

What equity awards did RPM (RPM) President & COO David C. Dennsteadt receive?

David C. Dennsteadt received 1,717 shares of Common Stock and 1,470 shares of Performance Earned Restricted Stock, both issued under RPM International Inc.’s 2024 Omnibus Equity and Incentive Plan as part of his equity compensation.

How many Stock Appreciation Rights were granted to the RPM (RPM) executive?

Dennsteadt was granted 48,300 Stock Appreciation Rights linked to RPM Common Stock. These rights carry a $103.04 exercise price, expire on July 15, 2036, and vest in four equal annual installments starting July 15, 2027.

Did the RPM (RPM) insider sell any shares in this Form 4 filing?

No share sales were reported. All reportable transactions were acquisitions or grants of Common Stock and Stock Appreciation Rights, with no dispositions, tax withholdings, or market sales disclosed in this filing.

What RPM (RPM) stock does Dennsteadt hold through the 401(k) Plan?

Approximately 600 shares of RPM Common Stock are held for Dennsteadt in the RPM International Inc. 401(k) Trust and Plan as of July 15, 2026, managed by Fidelity Trust Management Company as trustee.

What restricted stock holdings are included in Dennsteadt’s RPM (RPM) share position?

His reported holdings include 17,225 unvested restricted shares of Common Stock and 11,070 Performance Earned Restricted Common shares, as part of the total 32,609 directly held shares following one of the reported grants.

Under what plan were the new RPM (RPM) equity awards granted?

The Common Stock grants and Performance Earned Restricted Stock were issued under RPM International Inc.’s 2024 Omnibus Equity and Incentive Plan, which governs these executive equity and incentive awards.

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

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Accepted by SEC EDGAR 07/17/2026 - 04:21 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
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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^*

Dennsteadt David 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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	07/15/2026		A(1)		1,717	A	$0	31,139	D
Common Stock, $0.01 par value	07/15/2026		A(2)		1,470	A	$0	32,609(3)	D
Common Stock, $0.01 par value								600(4)	I	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	$103.04	07/15/2026		A		48,300		(5)	07/15/2036	Common Stock	48,300	$0	215,600(6)	D

Explanation of Responses:

1. The Reporting Person was granted 1,717 shares of Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the "Plan").

2. The Reporting Person was granted 1,470 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.

3. Includes an aggregate of 17,225 unvested restricted shares of Common Stock and 11,070 shares of Common Stock, issued as Performance Earned Restricted Stock.

4. Approximate number of shares of Common Stock held as of July 15, 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.

5. The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027.

6. 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.

	/s/ David C. Dennsteadt, by Gregory J. Dziak, his attorney-in-fact under Power of Attorney dated October 2, 2025 on filed with the Commission	07/17/2026
	** 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)