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Equity award vesting and tax-share disposal for Sherwin-Williams (SHW) executive

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

The Sherwin-Williams Company executive Colin M. Davie reported equity compensation activity involving company common stock. He acquired 3,300 shares on a grant or award basis at $0.0000 per share, tied to a performance-based restricted stock unit (PRSU) award that vested for the 2023–2025 performance period.

To cover related tax withholding obligations upon this PRSU vesting, 1,346 shares were disposed of at $368.5900 per share through a tax-withholding transaction, rather than an open-market sale. After these transactions, he directly owned 7,319 common shares, and an additional 563.36 shares were held indirectly through The Sherwin-Williams Company 401(k) Plan as of the trustee’s 2/13/2026 statement.

Positive

  • None.

Negative

  • None.

Insights

Activity reflects routine equity award vesting with tax withholding, not open-market trading.

The transactions show a PRSU award vesting into 3,300 common shares for Colin M. Davie, consistent with performance-based executive compensation under the 2006 Equity and Performance Incentive Plan. This is a non-cash acquisition at $0.0000 per share.

The disposition of 1,346 shares at $368.5900 per share is explicitly for tax withholding, indicating no discretionary selling decision in the market. Following these changes, he reports 7,319 directly held shares and 563.36 shares via the company 401(k) Plan, reflecting updated beneficial ownership rather than a strategic shift.

Insider Davie Colin M.
Role Pres. & GM, Glob. Supply Chain
Type Security Shares Price Value
Grant/Award Common Stock 3,300 $0.00 --
Tax Withholding Common Stock 1,346 $368.59 $496K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,665 shares (Direct); Common Stock — 563.36 shares (Indirect, 401(k) Plan)
Footnotes (1)
  1. These securities represent a performance-based restricted stock unit ("PRSU") award that has vested and paid out in shares of Common Stock. This award was granted on February 14, 2023, and vested subject to the achievement of certain performance conditions for the 2023 - 2025 performance period, pursuant to the terms of a PRSU agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan. These securities represent the number of shares of Common Stock mandatorily withheld by the Issuer to satisfy the Reporting Person's tax withholding liabilities due upon the vesting of the PRSU award. Represents the number of shares of Common Stock attributable to the Reporting Person's participation in The Sherwin-Williams Company 401(k) Plan per the trustee's 2/13/2026 statement.
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*
Davie Colin M.
(Last) (First) (Middle)
1 SHERWIN WAY
(Street)
CLEVELAND OH 44113
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Pres. & GM, Glob. Supply Chain
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
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 02/17/2026 A 3,300(1) A $0 8,665 D
Common Stock 02/17/2026 F 1,346(2) D $368.59 7,319 D
Common Stock 563.36(3) I 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
Explanation of Responses:
1. These securities represent a performance-based restricted stock unit ("PRSU") award that has vested and paid out in shares of Common Stock. This award was granted on February 14, 2023, and vested subject to the achievement of certain performance conditions for the 2023 - 2025 performance period, pursuant to the terms of a PRSU agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan.
2. These securities represent the number of shares of Common Stock mandatorily withheld by the Issuer to satisfy the Reporting Person's tax withholding liabilities due upon the vesting of the PRSU award.
3. Represents the number of shares of Common Stock attributable to the Reporting Person's participation in The Sherwin-Williams Company 401(k) Plan per the trustee's 2/13/2026 statement.
Remarks:
Stephen J. Perisutti, Attorney-in-fact 02/18/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Sherwin-Williams (SHW) executive Colin M. Davie acquire in this Form 4?

Colin M. Davie acquired 3,300 shares of Sherwin-Williams common stock through a vested performance-based restricted stock unit award. The PRSU grant, dated February 14, 2023, vested based on performance conditions for the 2023–2025 period under the company’s 2006 Equity and Performance Incentive Plan.

Why were some Sherwin-Williams (SHW) shares disposed of in Colin M. Davie’s Form 4?

The filing shows 1,346 shares were disposed of at $368.59 per share solely to satisfy tax withholding obligations from the PRSU vesting. This transaction is identified as a tax-withholding disposition, not an open-market sale, and was used to cover required tax liabilities.

How many Sherwin-Williams (SHW) shares does Colin M. Davie own after these transactions?

After the reported transactions, Colin M. Davie directly owns 7,319 shares of Sherwin-Williams common stock. In addition, 563.36 shares are attributable to his participation in The Sherwin-Williams Company 401(k) Plan, based on the trustee’s February 13, 2026 account statement.

What is the nature of the PRSU award reported by Sherwin-Williams (SHW)?

The PRSU award is a performance-based restricted stock unit grant that paid out 3,300 shares upon vesting. It was granted on February 14, 2023 and vested based on achieving specified performance conditions for the 2023–2025 period under Sherwin-Williams’ 2006 Equity and Performance Incentive Plan.

Does the Sherwin-Williams (SHW) Form 4 indicate open-market buying or selling by Colin M. Davie?

The filing does not show open-market buying or selling by Colin M. Davie. Instead, it reports a grant-type acquisition of 3,300 PRSU-related shares and a 1,346-share tax-withholding disposition used to satisfy tax liabilities from the award’s vesting.

How are Sherwin-Williams (SHW) 401(k) Plan shares reported for Colin M. Davie?

The Form 4 reports 563.36 Sherwin-Williams shares held indirectly through The Sherwin-Williams Company 401(k) Plan. This amount reflects the trustee’s February 13, 2026 statement and is classified as indirect ownership separate from his directly held common stock.