RPM International CEO withholds 3,813 shares
RPM International Chairman and CEO Frank C. Sullivan used 3,813 shares of common stock to satisfy tax obligations on vested Performance Stock Units, returning the shares to the issuer at $105.0800.
Rhea-AI Filing Summary
RPM International Chairman and CEO Frank C. Sullivan used 3,813 shares of common stock to satisfy tax obligations on vested Performance Stock Units, returning the shares to the issuer at $105.0800. After this tax-withholding disposition he directly owns 1,013,277 shares, including Performance Earned Restricted Stock, plus 15,600 shares held through a trust, 5,247 shares in a 401(k) plan, and stock appreciation rights over 1,231,300 underlying shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
Tax Withholding: 3,813 shares
Tax Withholding
4 txns
Insider
SULLIVAN FRANK C
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock, $0.01 par value F1, F2 | 3,813 | $105.08 | $401K |
| holding | Stock Appreciation Rights F4, F5 | -- | -- | -- |
| holding | Common Stock, $0.01 par value | -- | -- | -- |
| holding | Common Stock, $0.01 par value F3 | -- | -- | -- |
Holdings After Transaction:
Common Stock, $0.01 par value — 1,013,277 shares (Direct);
Stock Appreciation Rights — 1,231,300 contracts (Direct);
Common Stock, $0.01 par value — 15,600 shares (Indirect, By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12);
Common Stock, $0.01 par value — 5,247 shares (Indirect, By 401(k) Plan)
Footnotes (5)
- 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 3,813 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
- F2. Includes 23,970 shares of Common Stock, issued as Performance Earned Restricted Stock.
- F3. Approximate number of shares of Common Stock held as of July 19, 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.
- F4. No transaction being reported on this line. Reported on a previously filed Form 3, Form 4 or Form 5.
- F5. 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 2019 and 2026 and expire 10 years from the date of grant.
Key Figures
Tax-withholding shares: 3813.0000 shares
Tax-withholding price: $105.0800 per share
Direct common shares after transaction: 1013277.0000 shares
+3 more
6 metrics
Tax-withholding shares
3813.0000 shares
Common stock disposed back to the issuer to satisfy tax obligations
Tax-withholding price
$105.0800 per share
Value assigned to shares delivered to cover the reporting person’s tax liability
Direct common shares after transaction
1013277.0000 shares
Direct RPM common stock owned by Frank C. Sullivan following the tax-withholding disposition
Trust-held shares
15600.0000 shares
Common stock held indirectly via Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
401(k) plan shares
5247.0000 shares
Approximate common stock held in the RPM International Inc. 401(k) Trust and Plan as of July 19, 2026
Underlying shares for stock appreciation rights
1231300.0000 shares
Common shares underlying stock appreciation rights reported as directly held
Key Terms
Performance Stock Units, Performance Earned Restricted Stock, Stock Appreciation Rights, Rule 16b-3
4 terms
Performance Stock Units financial
"a portion of the Reporting Person's Performance Stock Units previously granted in 2023 vested"
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.
Performance Earned Restricted Stock financial
"Includes 23,970 shares of Common Stock, issued as Performance Earned Restricted Stock."
Stock Appreciation Rights financial
"Stock Appreciation Rights granted in exempt transactions under Rule 16b-3."
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.
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 insider transaction did RPM (RPM) report for Frank C. Sullivan?
RPM reported that Chairman and CEO Frank C. Sullivan used 3,813 shares of common stock to satisfy tax obligations on vested Performance Stock Units, returning those shares to the company rather than executing an open-market sale.
AI-generated analysis. How Rhea-AI works. Not financial advice.
