RPM International (NYSE: RPM) CFO exercises 30,000 stock rights and updates holdings

Rhea-AI Filing Summary

RPM International VP and CFO L. Russell Gordon exercised stock appreciation rights linked to 30,000 shares of common stock at $50.99 per share. This increased his direct common stock holdings to 166,011 shares.

On the same date, 5,038 shares were disposed of at $103.70 per share to cover tax obligations, and 14,752 shares were disposed of to the issuer at the same price. His position now includes 7,866 unvested restricted shares and 5,540 Performance Earned Restricted Stock shares. Since his last report, he also transferred 61,201.3 shares to his ex‑spouse under a domestic relations order and no longer reports those shares as beneficially owned.

Insider Trade Summary

30,000 shares exercised/converted

Mixed 4 txns

Insider Gordon Russell L

Role VP and CFO

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Rights`	30,000	$0.00	--
Exercise	Common Stock, $0.01 par value	30,000	$50.99	$1.53M
Disposition	Common Stock, $0.01 par value	14,752	$103.70	$1.53M
Tax Withholding	Common Stock, $0.01 par value	5,038	$103.70	$522K

Holdings After Transaction: Stock Appreciation Rights` — 160,000 shares (Direct, null); Common Stock, $0.01 par value — 166,011 shares (Direct, null)

Footnotes (1)

1. Since the date of the Reporting Person's last ownership report, the Reporting Person transferred 61,201.3 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 7,866 unvested restricted shares of Common Stock and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock. The Stock Appreciation Rights vested on July 25, 2017, 2018, 2019 and 2020.

Key Figures

Exercised shares: 30,000 shares Exercise price: $50.99/share Tax-withholding shares: 5,038 shares +5 more

8 metrics

Exercised shares 30,000 shares Stock Appreciation Rights exercised at $50.99 per share on April 28, 2026

Exercise price $50.99/share Conversion price for 30,000 Stock Appreciation Rights

Tax-withholding shares 5,038 shares Shares disposed at $103.70 per share to cover tax liability

Issuer disposition 14,752 shares Shares disposed to issuer at $103.70 per share

Common shares held after 166,011 shares Direct RPM common stock ownership following transactions

Unvested restricted shares 7,866 shares Unvested restricted RPM common stock included in holdings

Performance Earned Restricted Stock 5,540 shares Performance Earned Restricted Stock included in direct holdings

Transferred to ex-spouse 61,201.3 shares Shares moved under a domestic relations order since last report

Key Terms

tax-withholding disposition, Disposition to issuer, Stock Appreciation Rights, Performance Earned Restricted Stock, +1 more

5 terms

tax-withholding disposition financial

"shares were disposed of at $103.70 per share to cover 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.

Disposition to issuer financial

"14,752 shares were disposed of to the issuer at the same price"

Stock Appreciation Rights financial

"exercised stock appreciation rights linked to 30,000 shares of common stock"

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

"5,540 shares of Common Stock, issued as Performance Earned Restricted Stock"

domestic relations order financial

"transferred 61,201.3 shares of Common Stock to his ex-spouse pursuant to a domestic relations order"

Form 4 Insider Transactions: What Each Field Means →

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)
04/28/2026

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	04/28/2026		M		30,000	A	$50.99	166,011	D
Common Stock, $0.01 par value	04/28/2026		D		14,752	D	$103.7	151,259	D
Common Stock, $0.01 par value	04/28/2026		F		5,038	D	$103.7	85,019.7(1)(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`	$50.99	04/28/2026		M			30,000	(3)	(3)	Common Stock	30,000	$0	160,000	D

Explanation of Responses:

1. Since the date of the Reporting Person's last ownership report, the Reporting Person transferred 61,201.3 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.

2. Includes an aggregate of 7,866 unvested restricted shares of Common Stock and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock.

3. The Stock Appreciation Rights vested on July 25, 2017, 2018, 2019 and 2020.

	/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	04/30/2026
	** 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)

FAQ

What did RPM (RPM) CFO L. Russell Gordon do in this Form 4?

He exercised stock appreciation rights for 30,000 shares of RPM common stock at $50.99 per share and reported related share dispositions, updating his direct ownership position in the company.

How many RPM (RPM) shares does the CFO hold after these transactions?

After the transactions, L. Russell Gordon directly holds 166,011 shares of RPM common stock, which include both time-based unvested restricted shares and performance-earned restricted stock as part of his equity compensation.

Were any RPM (RPM) shares used to cover taxes for the CFO?

Yes. The filing shows a tax-withholding disposition of 5,038 shares of RPM common stock at $103.70 per share, applied to satisfy tax obligations arising from the equity compensation activity reported.

What is the disposition to issuer reported for RPM (RPM) stock?

The Form 4 records a disposition to the issuer of 14,752 shares of RPM common stock at $103.70 per share, classified as an issuer disposition rather than an open-market sale of shares.

What restricted RPM (RPM) shares are included in the CFO’s holdings?

His reported holdings include 7,866 unvested restricted shares of RPM common stock and 5,540 shares issued as Performance Earned Restricted Stock, reflecting long-term incentive components of his compensation package.

Did the RPM (RPM) CFO transfer any shares to his ex-spouse?

Yes. Since his prior ownership report, he transferred 61,201.3 shares of RPM common stock to his ex-spouse under a domestic relations order and no longer reports those securities as beneficially owned.