Sherwin-Williams (SHW) SVP reports PRSU vesting and tax share withholding

Rhea-AI Filing Summary

The Sherwin-Williams Company senior vice president Bryan J. Young reported equity compensation activity involving the company’s common stock. He acquired 3,900 shares through the vesting and payout of a performance-based restricted stock unit award granted on February 14, 2023 for the 2023–2025 performance period.

To cover tax withholding obligations from this vesting, 1,387 shares were mandatorily withheld by the company at a price of $368.59 per share, a tax-withholding disposition rather than an open-market sale. Following these transactions, Young directly owned 12,558 shares, and an additional 519 shares were attributable to his 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^*

Young Bryan 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)
	SVP - Corp Strategy & Devel.

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		3,900(1)	A	$0	13,945	D
Common Stock	02/17/2026		F		1,387(2)	D	$368.59	12,558	D
Common Stock								519(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.
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FAQ

What did Sherwin-Williams (SHW) executive Bryan J. Young report on this Form 4?

Bryan J. Young reported the vesting of a performance-based restricted stock unit award into 3,900 shares of Sherwin-Williams common stock, along with related tax withholding share disposals and updated direct and 401(k) plan share holdings.

How many Sherwin-Williams (SHW) shares did Bryan J. Young acquire in this transaction?

He acquired 3,900 shares of Sherwin-Williams common stock upon vesting of a performance-based restricted stock unit award covering the 2023–2025 performance period, paid out in shares under the company’s 2006 Equity and Performance Incentive Plan.

Were any Sherwin-Williams (SHW) shares sold on the open market in this Form 4?

No open-market sale was reported. The 1,387 shares shown as a disposition were mandatorily withheld by Sherwin-Williams to satisfy Bryan J. Young’s tax withholding liabilities arising from the vesting of his performance-based restricted stock unit award.

What share price was used for the Sherwin-Williams (SHW) tax withholding shares?

The tax withholding disposition used a price of $368.59 per Sherwin-Williams share for 1,387 shares that were withheld by the company to cover Bryan J. Young’s tax obligations on the award vesting.

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

After the reported transactions, Bryan J. Young directly held 12,558 shares of Sherwin-Williams common stock, and 519 additional shares were attributable to his participation in The Sherwin-Williams Company 401(k) Plan.

What type of equity award vested for Sherwin-Williams (SHW) executive Bryan J. Young?

The filing shows a performance-based restricted stock unit (PRSU) award vested and paid in 3,900 Sherwin-Williams common shares, granted February 14, 2023 and tied to performance conditions for the 2023–2025 performance period under the company’s 2006 equity plan.