Sherwin-Williams (NYSE: SHW) exec reports tax withholding of shares

Rhea-AI Filing Summary

The Sherwin-Williams Company executive reports a routine tax-related share disposition. President, Global Architectural Justin T. Binns had 1,469 shares of common stock mandatorily withheld at $372.49 per share on February 13, 2026 to cover tax obligations upon vesting of 4,175 restricted stock units granted in 2023.

After this tax-withholding disposition, he directly beneficially owns 16,453 common shares and indirectly holds 5,922.35 shares through The Sherwin-Williams Company 401(k) Plan. The filing reflects compensation-related equity activity rather than an open-market trade.

Insights

Insider transactions analyst

Routine tax withholding on vested RSUs, not an open-market sale.

The filing shows Sherwin-Williams President, Global Architectural Justin T. Binns had 1,469 shares withheld at $372.49 per share on February 13, 2026. This satisfied tax obligations triggered by the vesting of 4,175 restricted stock units granted in 2023.

The transaction is coded "F", indicating a tax-withholding disposition rather than a discretionary buy or sell. Following this event, Binns holds 16,453 common shares directly and 5,922.35 shares indirectly through the company 401(k) plan, underscoring that his overall equity exposure remains significant.

Because the activity stems from equity compensation and mandatory tax treatment, it is typically viewed as administratively driven. Subsequent company filings may provide additional context on future RSU grants or vestings and any related insider equity movements.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Binns Justin T

Role President, Glob. Architectural

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,469	$372.49	$547K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 16,453 shares (Direct); Common Stock — 5,922.35 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. These securities represent the number of shares of Common Stock mandatorily withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 4,175 Restricted Stock Units ("RSUs"), granted to the Reporting Person on February 14, 2023. This award was granted pursuant to the terms of an RSU agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan. 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 →

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^*

Binns Justin T

(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)
	President, Glob. Architectural

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		F		1,469(1)	D	$372.49	16,453	D
Common Stock								5,922.35(2)	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 the number of shares of Common Stock mandatorily withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 4,175 Restricted Stock Units ("RSUs"), granted to the Reporting Person on February 14, 2023. This award was granted pursuant to the terms of an RSU agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan.

2. 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	02/17/2026
	** 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).
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