Sherwin-Williams (SHW) executive receives 9,900-share PRSU vesting, 4,416 withheld

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Sherwin-Williams executive Justin T. Binns reported equity compensation activity involving common stock. He acquired 9,900 shares through the vesting and payout of a performance-based restricted stock unit (PRSU) award covering the 2023–2025 performance period, granted under the company’s equity and performance incentive plan.

To cover tax withholding on this vesting, 4,416 shares were mandatorily withheld by the company at a price of $368.59 per share, a non-open-market, tax-withholding disposition. After these transactions, he directly holds 21,937 common shares and has an additional 5,922.35 shares attributable to his participation in The Sherwin-Williams Company 401(k) Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Binns Justin T

Role President, Glob. Architectural

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,900	$0.00	--
Tax Withholding	Common Stock	4,416	$368.59	$1.63M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,353 shares (Direct); Common Stock — 5,922.35 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. 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
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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^*

Binns Justin T

(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)
	President, Glob. Architectural

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		9,900⁽¹⁾	A	$0	26,353	D
Common Stock	02/17/2026		F		4,416⁽²⁾	D	$368.59	21,937	D
Common Stock								5,922.35⁽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)
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. 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.
* 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 Justin T. Binns?

Sherwin-Williams reported that executive Justin T. Binns received 9,900 common shares from a vested performance-based restricted stock unit award. To satisfy related tax liabilities, 4,416 shares were mandatorily withheld by the company at $368.59 per share, rather than sold on the open market.

Was the Sherwin-Williams (SHW) Form 4 a stock sale by Justin T. Binns?

The Form 4 shows no open-market sale by Justin T. Binns. Instead, 4,416 shares were disposed of as a tax-withholding transaction, where the issuer withheld shares at $368.59 to cover taxes triggered by a vested performance-based restricted stock unit award.

How many Sherwin-Williams (SHW) shares did Justin T. Binns acquire in this Form 4?

Justin T. Binns acquired 9,900 Sherwin-Williams common shares when a performance-based restricted stock unit award vested and paid out. This award, granted on February 14, 2023, related to performance conditions for the 2023–2025 period under the company’s equity and performance incentive plan.

What are Justin T. Binns’ Sherwin-Williams (SHW) holdings after these transactions?

Following these Form 4 transactions, Justin T. Binns directly holds 21,937 shares of Sherwin-Williams common stock. He also has 5,922.35 additional shares attributable to his participation in The Sherwin-Williams Company 401(k) Plan, based on the trustee’s February 13, 2026 statement.

What does the tax-withholding transaction on Sherwin-Williams (SHW) shares mean?

The tax-withholding transaction reflects 4,416 shares of Sherwin-Williams common stock mandatorily withheld by the issuer at $368.59 per share. This satisfied Justin T. Binns’ tax liabilities arising from the vesting of his performance-based restricted stock unit award, rather than a discretionary market sale.

What type of award vested for Justin T. Binns at Sherwin-Williams (SHW)?

The award that vested was a performance-based restricted stock unit (PRSU) grant. It was issued on February 14, 2023 and vested based on achieving specified performance conditions for the 2023–2025 performance period, then paid out in 9,900 shares of Sherwin-Williams common stock.