RPM International VP disposes shares for taxes

RPM International executive Janeen B. Kastner reported a tax-withholding disposition of 1,137 shares of Common Stock on July 19, 2026, at $105.08 per share, returning them to the issuer to satisfy tax obligations upon vesting of Performance Stock Units.

Rhea-AI Filing Summary

RPM International executive Janeen B. Kastner reported a tax-withholding disposition of 1,137 shares of Common Stock on July 19, 2026, at $105.08 per share, returning them to the issuer to satisfy tax obligations upon vesting of Performance Stock Units. She now holds 135,127 common shares directly, 1,123 shares indirectly via the 401(k) Plan, and Stock Appreciation Rights over 211,500 underlying shares.

Insider Trade Summary

Tax Withholding: 1,137 shares

Tax Withholding 3 txns

Insider Kastner Janeen B.

Role VP Corp. Benefits/Risk Mgmt.

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value F1, F2	1,137	$105.08	$119K
holding	Stock Appreciation Rights F4, F5	--	--	--
holding	Common Stock, $0.01 par value F3	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 135,127 shares (Direct); Stock Appreciation Rights — 211,500 contracts (Direct); Common Stock, $0.01 par value — 1,123 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 1,137 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
2. F2. Includes an aggregate of 7,168 unvested restricted shares of Common Stock and 4,040 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, Form 4 or Form 5.
5. F5. 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 2026 and expire 10 years from the date of grant.

Key Figures

Shares disposed for taxes: 1,137 shares Disposition price per share: $105.08 per share Direct common shares after transaction: 135,127 shares +4 more

7 metrics

Shares disposed for taxes 1,137 shares Common Stock returned to issuer on July 19, 2026 to satisfy tax obligations

Disposition price per share $105.08 per share Value used for the 1,137-share tax-withholding disposition

Direct common shares after transaction 135,127 shares Direct RPM Common Stock holdings following the July 19, 2026 disposition

Indirect 401(k) holdings 1,123 shares Approximate RPM Common Stock held via the RPM 401(k) Trust as of July 19, 2026

Underlying shares for SARs 211,500 shares Common shares underlying Stock Appreciation Rights held directly

Unvested restricted shares included 7,168 shares Unvested restricted RPM Common Stock included in direct holdings total

Performance Earned Restricted Stock 4,040 shares Performance Earned Restricted Stock included within direct common share holdings

Key Terms

Performance Stock Units, Stock Appreciation Rights, Rule 16b-3, Performance Earned Restricted Stock, +1 more

5 terms

Performance Stock Units financial

"a portion of the Reporting Person's Performance Stock Units previously granted"

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 pursuant to the Plan in exempt transactions"

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 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.

Performance Earned Restricted Stock financial

"and 4,040 shares of Common Stock, issued as Performance Earned Restricted Stock"

401(k) Trust and Plan financial

"held as of July 19, 2026 in the account ... by 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) executive Janeen B. Kastner report?

Janeen B. Kastner reported disposing of 1,137 shares of RPM Common Stock on July 19, 2026. The shares were returned to the issuer at $105.08 per share to cover tax obligations arising from the vesting of previously granted Performance Stock Units under the company’s plan.

How many RPM (RPM) common shares does Janeen B. Kastner hold after this Form 4?

After the reported transaction, Kastner directly holds 135,127 RPM common shares. This direct amount includes 7,168 unvested restricted shares and 4,040 Performance Earned Restricted Stock, and she also holds 1,123 shares indirectly through the RPM International Inc. 401(k) Trust and Plan.

What triggered the tax-withholding share disposition reported by RPM (RPM)?

The disposition was triggered when a portion of Kastner’s Performance Stock Units granted in 2023 vested on July 19, 2026. Under the company plan, 1,137 common shares were automatically returned to RPM to satisfy her related tax obligations, rather than being sold in the open market.

What Stock Appreciation Rights position does Kastner report at RPM (RPM)?

Kastner reports Stock Appreciation Rights tied to 211,500 underlying RPM common shares. No new transaction occurred; these rights were previously granted under the plan, vest in four equal annual installments, and generally expire ten years from their grant dates, as described in the footnotes.

Are Kastner’s RPM (RPM) transactions reported under a Rule 10b5-1 trading plan?

The Form 4 does not indicate that Kastner’s transaction was made under a Rule 10b5-1 trading plan. Footnotes instead describe the 1,137-share disposition as a return of shares to RPM to meet tax obligations upon vesting of Performance Stock Units, not a pre-arranged market trade.

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

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Accepted by SEC EDGAR 07/21/2026 - 04:27 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^*

Kastner Janeen B.

(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)
	VP Corp. Benefits/Risk Mgmt.

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)		1,137	D	$105.08	135,127(2)	D
Common Stock, $0.01 par value								1,123(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	211,500		211,500(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 1,137 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.

2. Includes an aggregate of 7,168 unvested restricted shares of Common Stock and 4,040 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, Form 4 or Form 5.

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 2026 and expire 10 years from the date of grant.

	/s/ Janeen B. Kastner, by Gregory J. Dziak, her attorney-in-fact pursuant to Power of Attorney daed October 9, 2014 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)