RPM International CFO transfers shares for taxes

RPM International VP and CFO Gordon Russell L transferred 1,137 shares of Common Stock back to the company on July 19, 2026 at $105.08 per share to satisfy tax obligations from vested Performance Stock Units.

Rhea-AI Filing Summary

RPM International VP and CFO Gordon Russell L transferred 1,137 shares of Common Stock back to the company on July 19, 2026 at $105.08 per share to satisfy tax obligations from vested Performance Stock Units. After this tax-withholding disposition, he directly holds 80,281.7 shares, including 6,628 unvested restricted shares and 4,310 Performance Earned Restricted Stock, plus Stock Appreciation Rights linked to 219,800 underlying shares.

Insider Trade Summary

Tax Withholding: 1,137 shares

Tax Withholding 2 txns

Insider Gordon Russell L

Role VP and CFO

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

Holdings After Transaction: Common Stock, $0.01 par value — 80,281.7 shares (Direct); Stock Appreciation Rights — 219,800 contracts (Direct)

Footnotes (4)

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 6,628 unvested restricted shares of Common Stock and 4,310 shares of Common Stock, issued as Performance Earned Restricted Stock.
3. F3. No transaction being reported on this line. Reported on a previously filed Form 3, Form 4 or Form 5.
4. F4. 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 Direct holdings after transaction: 80,281.7 shares +3 more

6 metrics

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

Disposition price per share $105.08 Price per share for the 1,137-share tax-withholding transfer

Direct holdings after transaction 80,281.7 shares Direct Common Stock held by Gordon Russell L following the disposition

Unvested restricted shares 6,628 shares Unvested restricted Common Stock included in post-transaction holdings

Performance Earned Restricted Stock 4,310 shares Shares of Common Stock issued as Performance Earned Restricted Stock

Underlying shares for Stock Appreciation Rights 219,800 shares Common Stock underlying Stock Appreciation Rights held directly

Key Terms

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

5 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.

Performance Earned Restricted Stock financial

"and 4,310 shares of Common Stock, issued as Performance Earned Restricted Stock"

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.

Rule 16b-3 regulatory

"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.

tax-withholding disposition financial

"disposed of 1,137 shares of Common Stock back to the Issuer to satisfy tax obligations"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What insider transaction did RPM (RPM) CFO Gordon Russell L report?

RPM’s VP and CFO Gordon Russell L reported transferring 1,137 shares of Common Stock back to the company at $105.08 per share. The disposition was to satisfy personal tax obligations arising from the vesting of previously granted Performance Stock Units under the company’s equity plan.

How many RPM (RPM) shares did Gordon Russell L transfer for taxes and at what price?

He transferred 1,137 shares of RPM Common Stock to the issuer at $105.08 per share. This tax-withholding disposition occurred on July 19, 2026 and was made in accordance with the company’s equity incentive plan when Performance Stock Units vested.

What are Gordon Russell L’s RPM (RPM) shareholdings after this Form 4 transaction?

Following the transaction, he directly holds 80,281.7 shares of RPM Common Stock. This figure includes 6,628 unvested restricted shares and 4,310 shares of Performance Earned Restricted Stock, reflecting both vested and unvested equity awards still outstanding.

What RPM (RPM) Stock Appreciation Rights does Gordon Russell L hold?

He holds Stock Appreciation Rights tied to 219,800 underlying shares of Common Stock. These rights were granted between 2017 and 2026 under the company’s plan, vest in four equal annual installments, and expire 10 years from each grant date.

Was the RPM (RPM) CFO’s reported transaction an open-market sale?

No. The filing describes a tax-withholding disposition, where 1,137 shares were delivered back to the issuer to pay tax obligations. It was not an open-market sale but a plan-governed transfer related to vesting Performance Stock Units.

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

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Accepted by SEC EDGAR 07/21/2026 - 04:29 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^*

Gordon Russell L

(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 and CFO

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	80,281.7(2)	D

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	(3)							(4)	(4)	Common Stock	219,800		219,800	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 6,628 unvested restricted shares of Common Stock and 4,310 shares of Common Stock, issued as Performance Earned Restricted Stock.

3. No transaction being reported on this line. Reported on a previously filed Form 3, Form 4 or Form 5.

4. 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/ Russell L. Gordon, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated April 4, 2012 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)