Sherwin-Williams insider filing: 98.17 deferred units added, 517 RSUs disposed

Rhea-AI Filing Summary

Robert J. Gamgort, a director of Sherwin-Williams Co. (SHW), reported changes in his beneficial ownership on 10/03/2025. He acquired 98.17 deferred stock units under the 2005 Director Deferred Fee Plan at a weighted average price of $343.81, and disposed of 517 restricted stock units (RSUs). After the reported transactions he beneficially owns 281.71 deferred stock units held indirectly; the deferred units are payable in shares following separation from service.

Positive

• Director received deferred compensation in the form of 98.17 deferred stock units under the 2005 Director Deferred Fee Plan
• Deferred stock units remain payable in stock, preserving alignment of the director's economic interest with shareholders over time

Negative

• Disposition of 517 RSUs reduced the reporting person's immediate equity holdings
• Deferred units are held indirectly, which may delay direct voting or liquidity until separation from service

Insights

Compensation Analyst

Director deferred fees converted to deferred stock units; a portion of RSUs was disposed.

The reporting shows 98.17 deferred stock units credited under the 2005 Director Deferred Fee Plan using a weighted average price of $343.81 on 10/03/2025. Those units are economic equivalents of shares and are payable solely in stock after the director leaves service.

The disposal of 517 RSUs reduces immediate share-based holdings while the credited deferred units remain as indirect, non-current economic exposure; monitor future vesting or payouts linked to separation events within typical director deferral arrangements.

Corporate Governance Expert

An insider filing records routine director compensation and an RSU disposition, consistent with governance reporting rules.

The Form 4 lists holdings as indirect for the deferred units and reports the RSU disposition on 10/03/2025, with the form signed by an attorney-in-fact on 10/07/2025. The entries are specific to compensation plan mechanics rather than opportunistic open-market trading.

Investors tracking dilution or director alignment should note the continuing deferred stock unit balance of 281.71 units and that deferred units include dividend reinvestment credits; these affect long-term alignment but do not immediately change voting share counts.

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^*

Gamgort Robert James

(Last) (First) (Middle)

101 W. PROSPECT AVENUE

(Street)

CLEVELAND OH 44115

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SHERWIN WILLIAMS CO [ SHW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	10/03/2025		A		98.17(1)	A	$343.81(2)	281.71(3)	I	Deferred Fee Plan
Common Stock								517(4)	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

Explanation of Responses:

1. Represents the number of deferred stock units acquired by the Reporting Person, in an exempt transaction, pursuant to the 2005 Director Deferred Fee Plan ("Deferred Fee Plan"). Each deferred stock unit is the economic equivalent of one share of common stock. The deferred stock units become payable solely in stock, generally following the Reporting Person's separation from service as a Director of the Company.

2. Represents the weighted average share price on the transaction date used to determine the number of deferred stock units credited to the Reporting Person's account.

3. These securities consist of deferred stock units, held pursuant to the Deferred Fee Plan, and include deferred stock units acquired pursuant to the dividend reinvestment feature of such Plan.

4. These securities consist of 517 restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of common stock.

Remarks:

	Stephen J. Perisutti, Attorney-in-fact	10/07/2025
	** 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.

FAQ

What did SHW director Robert Gamgort report on Form 4 (SHW)?

He reported acquiring 98.17 deferred stock units under the 2005 Director Deferred Fee Plan and disposing of 517 restricted stock units on 10/03/2025.

How was the number of deferred stock units determined?

The number was calculated using a weighted average share price of $343.81 on the transaction date, as stated in the filing.

What does ownership of deferred stock units mean for voting and payout?

The filing states deferred stock units are the economic equivalent of one share each and become payable solely in stock, generally after the director's separation from service; they are reported as indirect ownership.

When were the transactions and the Form 4 signature dated?

The transactions are dated 10/03/2025 and the Form 4 was signed by an attorney-in-fact on 10/07/2025.

Does the Form 4 show any direct open-market purchases or sales?

No open-market purchase or sale is reported; the acquisition was an exempt transaction under a director deferred fee plan and the RSU entry is shown as a disposition.