Sherwin-Williams (NYSE: SHW) CEO logs tax-withholding share disposition in Form 4

Rhea-AI Filing Summary

Sherwin-Williams President & CEO Heidi G. Petz reported a tax-related share disposition tied to equity compensation. On February 13, 2026, 3,322 shares of Common Stock were disposed of at $372.49 per share through a tax-withholding disposition, where shares were mandatorily withheld by the company to cover taxes upon vesting of 8,350 restricted stock units granted in 2023.

After this transaction, Petz directly beneficially owned 17,162 shares of Common Stock, and indirectly held 376.78 shares through participation in The Sherwin-Williams Company 401(k) Plan as of the trustee’s February 13, 2026 statement.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Petz Heidi G

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,322	$372.49	$1.24M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 17,162 shares (Direct); Common Stock — 376.78 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. These securities represent the number of shares of Common Stock mandatorily withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 8,350 Restricted Stock Units ("RSUs"), granted to the Reporting Person on February 14, 2023. This award was granted pursuant to the terms of an RSU agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan. 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^*

Petz Heidi G

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		F		3,322(1)	D	$372.49	17,162	D
Common Stock								376.78(2)	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 the number of shares of Common Stock mandatorily withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 8,350 Restricted Stock Units ("RSUs"), granted to the Reporting Person on February 14, 2023. This award was granted pursuant to the terms of an RSU agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan.

2. 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	02/17/2026
	** 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.

FAQ

What insider transaction did Sherwin-Williams (SHW) report for Heidi G. Petz?

Sherwin-Williams reported a tax-withholding disposition for President & CEO Heidi G. Petz involving 3,322 shares of Common Stock. These shares were mandatorily withheld by the company to satisfy tax obligations triggered by vesting of 8,350 restricted stock units granted in 2023.

Was the Sherwin-Williams (SHW) insider transaction an open-market sale?

No, the transaction was a tax-withholding disposition coded "F," not an open-market sale. Shares were withheld by Sherwin-Williams to cover Heidi G. Petz’s tax obligations upon vesting of restricted stock units under the company’s equity and performance incentive plan.

How many Sherwin-Williams (SHW) shares does Heidi G. Petz own after this filing?

After the reported transaction, Heidi G. Petz beneficially owned 17,162 Sherwin-Williams Common Stock shares directly. She also indirectly held 376.78 shares through The Sherwin-Williams Company 401(k) Plan, based on the trustee’s statement dated February 13, 2026.

What triggered the tax-withholding share disposition for Sherwin-Williams (SHW) CEO?

The disposition was triggered by the vesting of 8,350 restricted stock units granted on February 14, 2023. To cover related tax withholding obligations, Sherwin-Williams mandatorily withheld 3,322 shares of Common Stock from President & CEO Heidi G. Petz.

What does transaction code "F" mean in the Sherwin-Williams (SHW) Form 4?

Transaction code "F" indicates payment of exercise price or tax liability by delivering securities. In this case, it reflects shares of Sherwin-Williams Common Stock withheld to satisfy Heidi G. Petz’s tax withholding obligations when her restricted stock units vested.

How is Heidi G. Petz’s 401(k) ownership in Sherwin-Williams (SHW) reported?

Her 401(k) ownership is reported as indirect beneficial ownership. The filing shows 376.78 Sherwin-Williams Common Stock shares attributable to her participation in The Sherwin-Williams Company 401(k) Plan, based on the trustee’s February 13, 2026 statement.