Sherwin-Williams (SHW) CFO exercises options, reports updated direct and indirect holdings

Rhea-AI Filing Summary

Sherwin-Williams (SHW) senior vice president, finance & CFO reported several equity transactions on 12/01/2025. The filing shows exercises of employee stock options to buy 338 shares at $295.83 and 464 shares at $215.08, coded as option exercises (M). Related dispositions of 290 shares at $344.17 and 289 shares at $344.32 were reported with code F, indicating shares withheld or sold to cover taxes.

After these transactions, the executive directly owns 13,273–13,562 shares of common stock, which include 8,350 restricted stock units and varying common share amounts as explained in the footnotes. The filing also reports 1,175.56 shares in a 401(k) plan, 38,500 shares held by a trust, and 20,974 shares held by the spouse, all reported as indirect ownership. Remaining employee stock options total 15,662 and 14,336 options from grants made in October 2021 and October 2022, which vested in three annual installments.

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^*

Mistysyn Allen J

(Last) (First) (Middle)

101 W. 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP - Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		M		338	A	$295.83	13,388(1)	D
Common Stock	12/01/2025		F		290	D	$344.17	13,098(2)	D
Common Stock	12/01/2025		M		464	A	$215.08	13,562(3)	D
Common Stock	12/01/2025		F		289	D	$344.32	13,273(4)	D
Common Stock								1,175.56(5)	I	401(k) Plan
Common Stock								38,500	I	By Trust(6)
Common Stock								20,974	I	By Spouse

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
Employee Stock Option (Right to Buy)	$295.83	12/01/2025		M			338	(7)	10/17/2031	Common Stock	338	$0	15,662	D
Employee Stock Option (Right to Buy)	$215.08	12/01/2025		M			464	(8)	10/17/2032	Common Stock	464	$0	14,336	D

Explanation of Responses:

1. These securities consist of 8,350 restricted stock units ("RSUs") and 5,038 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.

2. These securities consist of 8,350 RSUs and 4,748 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.

3. These securities consist of 8,350 RSUs and 5,212 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.

4. These securities consist of 8,350 RSUs and 4,923 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.

5. 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 9/30/2025 statement.

6. The shares are held in an irrevocable trust for the benefit of the Reporting Person's spouse and family.

7. These options were granted on October 18, 2021, and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

8. These options were granted on October 18, 2022, and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.

Remarks:

	Stephen J. Perisutti, Attorney-in-fact	12/03/2025
	** 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 insider transaction did SHERWIN WILLIAMS CO (SHW) report on Form 4?

The company reported that its SVP - Finance & CFO exercised employee stock options on 12/01/2025 and had shares withheld or sold to cover taxes, with resulting updates to direct and indirect share ownership.

How many Sherwin-Williams (SHW) options did the CFO exercise on 12/01/2025?

The CFO exercised employee stock options for 338 shares at $295.83 and 464 shares at $215.08 of Sherwin-Williams common stock, both reported with transaction code M.

What share dispositions were reported by the SHW CFO for tax withholding?

The filing shows dispositions coded F of 290 shares at $344.17 and 289 shares at $344.32, which represent shares disposed of to satisfy tax obligations related to the option exercises.

What is the SHW CFO’s direct ownership after these transactions?

Following the reported transactions, the CFO directly holds 13,273–13,562 shares of common stock, including 8,350 restricted stock units and the balance as common shares, as detailed in the explanatory footnotes.

What indirect Sherwin-Williams (SHW) holdings does the CFO report?

The filing reports indirect ownership of 1,175.56 shares through a 401(k) Plan, 38,500 shares held by a trust for the spouse and family, and 20,974 shares held by the spouse.

What remaining stock options does the SHW CFO hold after these transactions?

The CFO continues to hold 15,662 employee stock options from an October 18, 2021 grant and 14,336 options from an October 18, 2022 grant, each originally vesting in three substantially equal annual installments.