Sherwin-Williams (SHW) CEO logs PRSU share vesting and tax withholding in Form 4

Rhea-AI Filing Summary

The Sherwin-Williams Company President & CEO Heidi G. Petz reported equity compensation changes involving the company’s common stock. On February 17, 2026, she acquired 16,800 shares of common stock at $0.00 per share as a vested performance-based restricted stock unit (PRSU) award for the 2023–2025 performance period under the company’s equity and performance incentive plan. On the same date, 7,494 shares of common stock were disposed of at $368.5900 per share, representing shares mandatorily withheld by the company to cover tax withholding obligations triggered by the PRSU vesting. Following these transactions, she directly owned 26,468 shares of common stock and indirectly held 376.7800 shares through participation in The Sherwin-Williams Company 401(k) Plan.

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^*

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)
02/17/2026

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		16,800(1)	A	$0	33,962	D
Common Stock	02/17/2026		F		7,494(2)	D	$368.59	26,468	D
Common Stock								376.78(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 SHERWIN WILLIAMS CO (SHW) CEO Heidi Petz report?

Heidi Petz reported a PRSU equity award vesting and related tax share withholding. She acquired 16,800 Sherwin-Williams common shares at $0.00 per share and had 7,494 shares withheld at $368.5900 per share to satisfy tax obligations arising from the vesting event.

How many SHW shares did Heidi Petz acquire through the PRSU vesting?

Heidi Petz acquired 16,800 Sherwin-Williams common shares via a performance-based restricted stock unit award. The award was granted February 14, 2023 and vested for the 2023–2025 performance period under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan.

Why were 7,494 SHERWIN WILLIAMS CO (SHW) shares disposed of in this Form 4?

The 7,494 Sherwin-Williams shares were mandatorily withheld by the issuer to cover Heidi Petz’s tax withholding liabilities. These liabilities arose when her performance-based restricted stock unit award vested and paid out in shares of Sherwin-Williams common stock.

What is Heidi Petz’s direct SHW share ownership after these transactions?

After the reported transactions, Heidi Petz directly owned 26,468 shares of Sherwin-Williams common stock. This balance reflects the PRSU vesting acquisition of 16,800 shares and the tax withholding disposition of 7,494 shares, as disclosed in the Form 4 filing.

How are SHERWIN WILLIAMS CO (SHW) shares held in Heidi Petz’s 401(k) reported?

Shares held through The Sherwin-Williams Company 401(k) Plan are reported as indirect ownership. The Form 4 shows 376.7800 Sherwin-Williams common shares attributable to Heidi Petz in the 401(k), based on the plan trustee’s February 13, 2026 statement.

What type of award vested for SHERWIN WILLIAMS CO (SHW) CEO Heidi Petz?

The award was a performance-based restricted stock unit, or PRSU, paying out in Sherwin-Williams common shares. It was granted February 14, 2023 and vested based on performance conditions for the 2023–2025 period under the company’s equity and performance incentive plan.