RPM International COO returns shares to cover taxes

Dennsteadt David C. reported disposition transactions in this Form 4 filing.

Rhea-AI Filing Summary

Dennsteadt David C. reported disposition transactions in this Form 4 filing.

RPM International reported that President & COO David C. Dennsteadt had 2023 Performance Stock Units vest on July 19, 2026, and to satisfy related tax obligations he returned 1,455 common shares to the company at $105.0800 per share. He now holds 31,154 common shares directly, including 17,225 unvested restricted shares and 6,070 performance-earned restricted shares, plus 600 shares indirectly via the 401(k) plan and Stock Appreciation Rights over 215,600 underlying shares.

Insider Trade Summary

Tax Withholding: 1,455 shares

Tax Withholding 3 txns

Insider Dennsteadt David C.

Role President & COO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value F1, F2	1,455	$105.08	$153K
holding	Stock Appreciation Rights F4, F5	--	--	--
holding	Common Stock, $0.01 par value F3	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 31,154 shares (Direct); Stock Appreciation Rights — 215,600 contracts (Direct); Common Stock, $0.01 par value — 600 shares (Indirect, By 401(k) Plan)

Footnotes (5)

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 1,455 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
2. F2. Includes an aggregate of 17,225 unvested restricted shares of Common Stock and 6,070 shares of Common Stock, issued as Performance Earned Restricted Stock.
3. 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.
4. F4. No transaction being reported on this line. Reported on a previously filed Form 3 or Form 4.
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 2020 and 2026 and expire 10 years from the date of grant.

Key Figures

Shares disposed for tax withholding: 1455.0000 shares of Common Stock Transaction price per share: $105.0800 per share Direct common shares after transaction: 31154.0000 shares of Common Stock +4 more

7 metrics

Shares disposed for tax withholding 1455.0000 shares of Common Stock Returned to issuer on July 19, 2026 to satisfy tax obligations

Transaction price per share $105.0800 per share Value applied to shares returned for tax obligations

Direct common shares after transaction 31154.0000 shares of Common Stock Direct holdings following July 19, 2026 disposition, including restricted stock

Unvested restricted shares included 17225 unvested restricted shares Part of direct common share holdings reported after the transaction

Performance-earned restricted shares included 6070 shares of Common Stock Issued as Performance Earned Restricted Stock within direct holdings

Indirect 401(k) holdings 600 shares of Common Stock Approximate shares held via RPM International Inc. 401(k) Trust and Plan as of July 19, 2026

Underlying shares for Stock Appreciation Rights 215600.0000 underlying shares Common Stock underlying Stock Appreciation Rights held directly

Key Terms

Performance Stock Units, Stock Appreciation Rights, Rule 16b-3, 401(k) Trust and Plan

4 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 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.

401(k) Trust and Plan financial

"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"

FAQ

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

What insider transaction did RPM (RPM) report for David C. Dennsteadt on July 19, 2026?

RPM International reported that President & COO David C. Dennsteadt had 2023 Performance Stock Units vest and returned 1,455 common shares to the company to cover related tax obligations. The shares were valued at $105.0800 per share in this tax-withholding disposition.

How many RPM (RPM) shares did David C. Dennsteadt dispose of for tax withholding and at what price?

David C. Dennsteadt disposed of 1,455 RPM common shares back to the issuer to satisfy his tax obligations. The disposition was priced at $105.0800 per share, reflecting a non-open-market payment of taxes rather than a traditional stock sale.

What are David C. Dennsteadt’s RPM (RPM) shareholdings after the reported transaction?

After the transaction, David C. Dennsteadt holds 31,154 RPM common shares directly, including 17,225 unvested restricted shares and 6,070 performance-earned restricted shares. He also holds approximately 600 shares indirectly through the company’s 401(k) plan as of July 19, 2026.

Were David C. Dennsteadt’s RPM (RPM) share dispositions made under a Rule 10b5-1 trading plan?

The reported tax-withholding disposition was not indicated as made under a Rule 10b5-1 trading plan. The company’s Rule 10b5-1 checkbox was not marked as affirming plan usage, and the footnotes describe the transaction strictly as shares returned to satisfy tax obligations.

What Stock Appreciation Rights linked to RPM (RPM) common stock does David C. Dennsteadt hold?

David C. Dennsteadt holds Stock Appreciation Rights linked to 215,600 underlying RPM common shares. These awards were granted between 2020 and 2026, vest in four equal annual installments starting one year after each grant date, and expire ten years from their respective grant dates.

How are the indirect RPM (RPM) holdings of David C. Dennsteadt structured?

Dennsteadt’s indirect RPM holdings consist of approximately 600 common shares held in his account within the RPM International Inc. 401(k) Trust and Plan. Fidelity Trust Management Company acts as trustee for this retirement plan, and the share count is approximate as of July 19, 2026.

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

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Accepted by SEC EDGAR 07/21/2026 - 04:31 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^*

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)
07/19/2026

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)		1,455	D	$105.08	31,154(2)	D
Common Stock, $0.01 par value								600(3)	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	(4)							(5)	(5)	Common Stock	215,600		215,600(5)	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 1,455 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.

2. Includes an aggregate of 17,225 unvested restricted shares of Common Stock and 6,070 shares of Common Stock, issued as Performance Earned Restricted Stock.

3. 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.

4. No transaction being reported on this line. Reported on a previously filed Form 3 or Form 4.

5. 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 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)