RPM International grants equity to counsel Crandall
Accepted by SEC EDGAR
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Form Type
4
Rhea-AI Filing Summary
Crandall Tracy D. reported acquisition or exercise transactions in this Form 4 filing.
RPM International executive Tracy D. Crandall reported equity compensation on July 15, 2026. She received 1,344 shares of common stock under the 2024 Omnibus Equity and Incentive Plan, 850 performance earned restricted shares, and 17,600 Stock Appreciation Rights at $103.0400, which vest in four equal annual installments beginning July 15, 2027. After these awards she directly holds 26,956 common shares.
Insider Trade Summary
Grant/Award: 19,794 shares
Grant/Award
3 txns
Insider
Crandall Tracy D.
Role
VP, General Counsel and CCO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Appreciation Rights F5, F6 | 17,600 | $0.00 | $0.00 |
| Grant/Award | Common Stock, $0.01 par value F1 | 1,344 | $0.00 | $0.00 |
| Grant/Award | Common Stock, $0.01 par value F2, F3 | 850 | $0.00 | $0.00 |
| Holding | Common Stock, $0.01 par value F4 | -- | -- | -- |
Holdings After Transaction:
Stock Appreciation Rights — 37,900 rights (Direct);
Common Stock, $0.01 par value — 26,956 shares (Direct);
Common Stock, $0.01 par value — 208 shares (Indirect, By 401(k) Plan)
Footnotes (6)
- F1. The Reporting Person was granted 1,344 shares of Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the "Plan").
- F2. The Reporting Person was granted 850 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.
- F3. Includes an aggregate of 9,481 unvested restricted shares of Common Stock and 5,640 shares of Common Stock, issued as Performance Earned Restricted Stock.
- 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.
- F5. The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027.
- 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 in 2025 and 2026 and expire 10 years from the date of grant.
Key Figures
Common stock grant: 1,344 shares
Performance earned restricted stock: 850 shares
Stock Appreciation Rights granted: 17,600 rights
+5 more
8 metrics
Common stock grant
1,344 shares
Granted July 15, 2026 under the 2024 Omnibus Equity and Incentive Plan
Performance earned restricted stock
850 shares
Granted July 15, 2026 as performance earned restricted stock under the Plan
Stock Appreciation Rights granted
17,600 rights
Granted July 15, 2026 with underlying common stock on a 1:1 basis
SAR exercise price
$103.0400 per share
Exercise price for the 17,600 Stock Appreciation Rights
SAR expiration date
July 15, 2036
Expiration date for the Stock Appreciation Rights position following the grant
Direct common shares after awards
26,956 shares
Direct RPM International common stock holdings following July 15, 2026 grants
Indirect 401(k) holdings
208 shares
Approximate common shares held in RPM International 401(k) account as of July 15, 2026
Total Stock Appreciation Rights held
37,900 rights
Total SARs position reported after the July 15, 2026 grant
Key Terms
Stock Appreciation Rights, Performance Earned Restricted Stock, 2024 Omnibus Equity and Incentive Plan, Rule 16b-3
4 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
"The Reporting Person was granted 850 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan."
2024 Omnibus Equity and Incentive Plan financial
"granted 1,344 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity awards did RPM (RPM) executive Tracy D. Crandall receive on July 15, 2026?
Tracy D. Crandall received 1,344 common shares under the 2024 Omnibus Equity and Incentive Plan, 850 performance earned restricted shares, and 17,600 Stock Appreciation Rights at $103.0400, all as part of her equity-based compensation on July 15, 2026.
What are the terms of Tracy D. Crandall’s RPM (RPM) Stock Appreciation Rights?
She was granted 17,600 Stock Appreciation Rights with an exercise price of $103.0400 per share, expiring on July 15, 2036. These rights vest in four equal annual installments beginning July 15, 2027, according to the accompanying footnotes.
Were Tracy D. Crandall’s RPM (RPM) equity awards made under a company incentive plan?
Yes. The 1,344 common shares and the 850 performance earned restricted shares were granted under RPM International’s 2024 Omnibus Equity and Incentive Plan. The Stock Appreciation Rights are also described as granted in exempt transactions under Rule 16b-3.
Were these RPM (RPM) insider awards tied to a Rule 10b5-1 trading plan?
No pre-arranged trading plan is indicated. The report’s Rule 10b5-1 checkbox is not marked as an affirmative trading plan for these grants, and the footnotes describe them as equity awards rather than open-market purchases or sales.
AI-generated analysis. How Rhea-AI works. Not financial advice.
