RPM International (NYSE: RPM) CFO equity vesting leads to 925-share tax withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
RPM International VP and CFO Russell L. Gordon reported routine equity compensation activity. On May 31, 2026, 2,197 shares of Common Stock vested under the company’s 2014 Omnibus Equity and Incentive Plan, and 925 shares were returned to the issuer to cover his tax obligations. Following this tax-withholding disposition, he directly holds 78,989.7 shares of Common Stock, including 5,669 unvested restricted shares and 5,540 Performance Earned Restricted Stock shares. He also retains Stock Appreciation Rights tied to 160,000 underlying Common shares, granted between 2017 and 2025, which vest in four annual installments and expire 10 years after grant. Since his last report, he transferred 5,105 shares to his ex-spouse under a domestic relations order.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Gordon Russell L
Role
VP and CFO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock, $0.01 par value | 925 | $105.97 | $98K |
| holding | Stock Appreciation Rights | -- | -- | -- |
Holdings After Transaction:
Common Stock, $0.01 par value — 78,989.7 shares (Direct, null);
Stock Appreciation Rights — 160,000 shares (Direct, null)
Footnotes (1)
- On May 31, 2026, 2,197 shares of Common Stock issued to the Reporting Person pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the terms of the Plan, the Reporting Person disposed of 925 shares back to the issuer to satisfy tax obligations of the Reporting Person. Since the date of the Reporting Person's last ownership report, the Reporting Person transferred 5,105 shares of Common Stock to his ex-spouse pursuant to a domestic relations order. The Reporting Person no longer reports as beneficially owned any securities owned by his ex-spouse. Includes an aggregate of 5,669 unvested restricted shares of Common Stock and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock. No transaction being reported on this line. Reported on a previously filed Form 3, Form 4 or Form 5. 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 between 2017 and 2025 and expire 10 years from the date of grant.
Key Figures
Vested shares: 2,197 shares
Tax-withholding disposition: 925 shares at $105.97
Shares held after transaction: 78,989.7 shares
+5 more
8 metrics
Vested shares
2,197 shares
Common Stock vested on May 31, 2026 under equity plan
Tax-withholding disposition
925 shares at $105.97
Shares returned to issuer to satisfy tax obligations
Shares held after transaction
78,989.7 shares
Direct Common Stock ownership following May 31, 2026 activity
Unvested restricted shares
5,669 shares
Included in direct Common Stock holdings
Performance Earned Restricted Stock
5,540 shares
Included in direct Common Stock holdings
Stock Appreciation Rights underlying shares
160,000 shares
Underlying Common Stock tied to SARs, direct ownership type
Transfer to ex-spouse
5,105 shares
Common Stock transferred under a domestic relations order
Tax-withholding share count summary
925 shares
Total shares used for tax withholding per transaction summary
Key Terms
Stock Appreciation Rights, Performance Earned Restricted Stock, domestic relations order, Rule 16b-3
4 terms
Stock Appreciation Rights financial
"Stock Appreciation Rights granted pursuant to the Plan 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.
Performance Earned Restricted Stock financial
"Includes an aggregate of 5,669 unvested restricted shares of Common Stock and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock."
domestic relations order financial
"transferred 5,105 shares of Common Stock to his ex-spouse pursuant to a domestic relations order."
Rule 16b-3 financial
"Stock Appreciation Rights 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.
