Sherwin-Williams (SHW) SVP nets 2,100-share PRSU award; 639 shares withheld for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

The Sherwin-Williams Company senior vice president James R. Jaye reported equity compensation activity involving common stock. On February 17, 2026, a performance-based restricted stock unit (PRSU) award granted on February 14, 2023 vested for the 2023–2025 performance period, resulting in an acquisition of 2,100 shares of common stock at no cost under the company’s 2006 Equity and Performance Incentive Plan.

To cover tax withholding liabilities from this vesting, 639 shares of common stock were mandatorily withheld by Sherwin-Williams at $368.59 per share, reducing directly held shares to 5,536.57. In addition, 147.68 shares are attributed to Jaye’s participation in the Sherwin-Williams 401(k) Plan, and his reported direct holdings include 36.35 shares acquired through dividend reinvestment.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Jaye James R

Role SVP - IR & Corp. Comm.

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,100	$0.00	--
Tax Withholding	Common Stock	639	$368.59	$236K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 6,175.57 shares (Direct); Common Stock — 147.68 shares (Indirect, 401(k) Plan)

Footnotes (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. The reported total includes 36.35 additional shares of Common Stock acquired by the Reporting Person, since February 18, 2025, via dividend reinvestment. 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. 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 →

02/18/2026 - 05:32 PM

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^*

Jaye James R

(Last)

(First)

(Middle)

1 SHERWIN WAY

(Street)

CLEVELAND

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 - IR & Corp. Comm.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2026		A		2,100⁽¹⁾	A	$0	6,175.57⁽²⁾	D
Common Stock	02/17/2026		F		639⁽³⁾	D	$368.59	5,536.57	D
Common Stock								147.68⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. The reported total includes 36.35 additional shares of Common Stock acquired by the Reporting Person, since February 18, 2025, via dividend reinvestment.

3. 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.

4. 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did SHERWIN WILLIAMS CO (SHW) report for James R. Jaye?

Sherwin-Williams reported that executive James R. Jaye received 2,100 common shares from a vested PRSU award. The company simultaneously withheld 639 shares at $368.59 per share to satisfy tax liabilities arising from the vesting, reflecting routine equity compensation administration.

Was the SHW Form 4 transaction for James R. Jaye a stock sale or tax withholding?

The Form 4 shows 639 SHW shares disposed solely for tax withholding. These shares were mandatorily withheld by Sherwin-Williams to cover James R. Jaye’s tax liabilities when his 2,100-share performance-based restricted stock unit award vested and paid out in common stock.

What equity award vested for SHERWIN WILLIAMS CO (SHW) executive James R. Jaye?

James R. Jaye’s Form 4 shows vesting of a performance-based restricted stock unit award granted February 14, 2023. The award covered the 2023–2025 performance period and paid out in 2,100 SHW common shares under the company’s 2006 Equity and Performance Incentive Plan.

How many SHW shares does James R. Jaye hold after the reported Form 4 transactions?

After the Form 4 transactions, James R. Jaye directly holds 5,536.57 SHW common shares. He also has 147.68 additional shares attributable to participation in The Sherwin-Williams Company 401(k) Plan, according to the plan trustee’s February 13, 2026 statement referenced in the filing.

What was the price used for the SHW shares withheld for James R. Jaye’s taxes?

The shares withheld for taxes were valued at $368.59 per SHW share. In total, 639 common shares were mandatorily withheld by Sherwin-Williams to satisfy James R. Jaye’s tax obligations triggered by the vesting of his performance-based restricted stock unit award.

What plan governs James R. Jaye’s performance-based restricted stock units at SHERWIN WILLIAMS CO?

James R. Jaye’s performance-based restricted stock unit award is governed by The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan. The vested PRSU award, covering the 2023–2025 performance period, resulted in delivery of 2,100 SHW common shares upon satisfaction of specified performance conditions.