Sherwin-Williams (NYSE: SHW) CFO logs stock award and tax withholding

Rhea-AI Filing Summary

Sherwin-Williams SVP Finance and CFO Benjamin E. Meisenzahl reported equity compensation activity in company common stock. He acquired 960 shares at $0.00 per share as a vested performance-based restricted stock unit award covering the 2023–2025 period. To cover taxes on this vesting, 296 shares were mandatorily withheld at $368.59 per share rather than sold on the open market. After these transactions, he directly holds 6,337.4 shares of common stock and has an additional 257.12 shares through The Sherwin-Williams Company 401(k) Plan per the trustee’s 2/13/2026 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^*

Meisenzahl Benjamin E.

(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 - Finance and CFO

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		960(1)	A	$0	6,633.4	D
Common Stock	02/17/2026		F		296(2)	D	$368.59	6,337.4	D
Common Stock								257.12(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:

	Jessica L. M. H. Epp, 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.
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FAQ

What insider transactions did Sherwin-Williams (SHW) CFO Benjamin Meisenzahl report?

Benjamin Meisenzahl reported a grant of 960 Sherwin-Williams common shares from a vested performance-based restricted stock unit award. He also had 296 shares withheld by the company at $368.59 per share to satisfy tax obligations linked to that vesting.

Was the Sherwin-Williams (SHW) CFO’s Form 4 transaction an open-market stock sale?

The filing does not show an open-market sale. Instead, 296 shares were mandatorily withheld by Sherwin-Williams at $368.59 per share to cover tax liabilities arising from the vesting of a performance-based restricted stock unit award.

How many Sherwin-Williams (SHW) shares does the CFO own after this Form 4?

Following the reported transactions, Benjamin Meisenzahl directly owns 6,337.4 Sherwin-Williams common shares. He also has 257.12 additional shares attributable to participation in The Sherwin-Williams Company 401(k) Plan, based on the trustee’s February 13, 2026 statement.

What is the nature of the 960-share award reported by Sherwin-Williams (SHW) CFO?

The 960-share award is a performance-based restricted stock unit grant that vested and paid out in common shares. It was granted February 14, 2023 and depended on achieving performance conditions for the 2023–2025 period under the company’s equity and performance incentive plan.

How were taxes handled on the Sherwin-Williams (SHW) CFO’s PRSU vesting?

Taxes were satisfied through share withholding rather than cash payment. The company withheld 296 Sherwin-Williams common shares at $368.59 per share, using those shares to cover the CFO’s tax withholding obligations on the vested PRSU award.