Sherwin-Williams (SHW) executive logs PRSU vesting and tax share withholding

Rhea-AI Filing Summary

The Sherwin-Williams Company president of Global Industrial, Karl J. Jorgenrud, reported equity compensation activity involving common stock. On February 17, 2026, a performance-based restricted stock unit (PRSU) award granted on February 14, 2023 for the 2023–2025 performance period vested and paid out in 9,600 shares of common stock, recorded as an acquisition at $0.00 per share.

The company mandatorily withheld 4,379 shares at $368.59 per share to cover Jorgenrud’s tax liabilities upon vesting, reported as a tax-withholding disposition rather than an open-market sale. After these transactions, he directly held 19,739.84 shares of common stock and had an additional 1,180.08 shares attributable to his participation in The Sherwin-Williams Company 401(k) Plan, based on the plan trustee’s February 13, 2026 statement.

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

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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^*

Jorgenrud Karl J

(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)
	President, Glob. Industrial

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		9,600(1)	A	$0	24,118.84	D
Common Stock	02/17/2026		F		4,379(2)	D	$368.59	19,739.84	D
Common Stock								1,180.08(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).
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FAQ

What insider transactions did SHW executive Karl J. Jorgenrud report on February 17, 2026?

Karl J. Jorgenrud reported a PRSU equity award vesting into 9,600 Sherwin-Williams common shares, plus 4,379 shares withheld to cover taxes. These are compensation and tax-withholding entries, not open-market purchases or sales, and reflect routine equity incentive activity.

Was the Sherwin-Williams (SHW) Form 4 a buy or sell by the executive?

The Form 4 shows a mixed outcome: 9,600 shares acquired through a vested PRSU award and 4,379 shares disposed solely to satisfy tax withholding. No open-market buying or selling is reported; all movements are tied to equity compensation and related tax obligations.

How many Sherwin-Williams (SHW) shares does Karl J. Jorgenrud hold after these transactions?

After the reported transactions, Jorgenrud directly held 19,739.84 Sherwin-Williams common shares. He also had 1,180.08 additional shares attributable to The Sherwin-Williams Company 401(k) Plan, based on the plan trustee’s February 13, 2026 statement of his account.

What is the nature of the 9,600 Sherwin-Williams (SHW) shares reported as acquired?

The 9,600 shares reflect a performance-based restricted stock unit (PRSU) award that vested and paid out in common stock. The award was granted February 14, 2023 and vested over the 2023–2025 performance period under Sherwin-Williams’ 2006 Equity and Performance Incentive Plan.

Why were 4,379 Sherwin-Williams (SHW) shares reported as disposed at $368.59?

The 4,379 shares disposed at $368.59 per share were mandatorily withheld by Sherwin-Williams to cover Jorgenrud’s tax withholding obligations upon PRSU vesting. This is classified as a tax-withholding disposition, not a discretionary market sale of stock for investment purposes.

How are Sherwin-Williams (SHW) 401(k) Plan holdings reflected for Karl J. Jorgenrud?

The filing reports 1,180.08 Sherwin-Williams shares indirectly held through The Sherwin-Williams Company 401(k) Plan. This figure represents shares attributable to Jorgenrud’s plan participation, as of the trustee’s statement dated February 13, 2026, and is categorized as indirect ownership.