SHW Director Thomas Williams Credited 1,813 Deferred Units at $343.81

Rhea-AI Filing Summary

Thomas Williams, a company director at Sherwin-Williams (SHW), received deferred equity under the 2005 Director Deferred Fee Plan on 10/03/2025. The filing reports 1,813 deferred stock units and common shares credited to his account, calculated using a weighted average share price of $343.81 to determine unit amounts. The deferred stock units are payable only in stock, generally after the director leaves service, and include units credited via a dividend reinvestment feature. The filing also notes ownership following the transaction of 953.23 (reported as beneficially owned) under an indirect form, and that 1,147 RSUs plus 666 shares comprise the 1,813 figure.

Positive

• Director compensation paid in deferred equity aligns management incentives with shareholder value
• Transaction recorded as exempt under code V, indicating plan-based compensation rather than opportunistic trading

Negative

• Deferred units payable later create future potential dilution when settled in shares
• Weighted average price used to calculate units ($343.81) may produce variability in future reported ownership if share price changes

Insights

Corporate Governance Analyst

Director compensation used deferred equity; payout deferred until separation.

Director Thomas Williams received 1,813 deferred units under the 2005 Director Deferred Fee Plan on 10/03/2025, with units measured using a weighted average price of $343.81. The units are payable solely in stock, aligning director pay with shareholder equity without immediate dilution.

The arrangement depends on continued plan terms and separation timing; investors may monitor aggregate deferred unit balances and future vesting/payment events within the company’s director compensation disclosures over the next few years.

Insider Transactions Specialist

Reported transaction is an exempt deferred-compensation credit, not an open-market purchase.

The filing uses code V indicating an exempt transaction under a compensation plan; the 1,813 total comprises 1,147 RSUs and 666 shares, with 953.23 reported as indirectly beneficially owned following the transaction. No cash sale or purchase at market was recorded on the form.

Stakeholders should note the deferred units' payment timing and amount calculations tied to share price; any future conversion to shares will affect reported beneficial ownership and potential dilution when settled.

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^*

Williams Thomas

(Last) (First) (Middle)

101 WEST PROSPECT AVENUE

(Street)

CLEVELAND OH 44115

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2025

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	10/03/2025		A		98.17(1)	A	$343.81(2)	953.23(3)	I	Deferred Fee Plan
Common Stock								1,813(4)	D

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. Represents the number of deferred stock units acquired by the Reporting Person, in an exempt transaction, pursuant to the 2005 Director Deferred Fee Plan ("Deferred Fee Plan"). Each deferred stock unit is the economic equivalent of one share of common stock. The deferred stock units become payable solely in stock, generally following the Reporting Person's separation from service as a Director of the Company.

2. Represents the weighted average share price on the transaction date used to determine the number of deferred stock units credited to the Reporting Person's account.

3. These securities consist of deferred stock units, held pursuant to the Deferred Fee Plan, and include deferred stock units acquired pursuant to the dividend reinvestment feature of such Plan.

4. These securities consist of 1,147 restricted stock units ("RSUs") and 666 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.

Remarks:

	Stephen J. Perisutti, Attorney-in-fact	10/07/2025
	** 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 did Sherwin-Williams director Thomas Williams receive on 10/03/2025 (SHW)?

He received 1,813 deferred stock units and common shares under the 2005 Director Deferred Fee Plan, calculated using a weighted average price of $343.81.

Are the reported deferred units immediately convertible to SHW shares?

No. The deferred stock units become payable solely in stock, generally following the Reporting Person's separation from service as a director.

What does transaction code V mean on this Form 4 for SHW?

Code V indicates an exempt transaction under a plan, here the 2005 Director Deferred Fee Plan, not an open-market trade.

How many restricted stock units and shares made up the 1,813 units?

The 1,813 total consists of 1,147 RSUs and 666 shares according to the filing.

What beneficial ownership was reported after the transaction for Thomas Williams?

The filing reports 953.23 shares (or equivalent units) as beneficially owned following the transaction in an indirect form.