Sherwin-Williams (SHW) SVP Boyce gets PRSU shares, withholds stock for taxes

Rhea-AI Filing Summary

Sherwin-Williams Company senior vice president and CHRO Marlena K. Boyce reported equity compensation activity in company stock. On February 17, 2026, she acquired 1,338 shares of common stock at $0.00 per share from a performance-based restricted stock unit (PRSU) award granted on February 14, 2023 for the 2023–2025 performance period. To cover tax withholding on this vesting, 411 shares were mandatorily surrendered back to the company at $368.59 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, she directly owned 1,285 shares of Sherwin-Williams common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Boyce Marlena K.

Role SVP - CHRO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,338	$0.00	--
Tax Withholding	Common Stock	411	$368.59	$151K

Holdings After Transaction: Common Stock — 1,696 shares (Direct)

Footnotes (1)

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.

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^*

Boyce Marlena K.

(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)
	SVP - CHRO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		A		1,338(1)	A	$0	1,696	D
Common Stock	02/17/2026		F		411(2)	D	$368.59	1,285	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. 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.

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.

FAQ

What insider stock transactions did Sherwin-Williams (SHW) executive Marlena K. Boyce report?

Marlena K. Boyce reported a PRSU equity vesting and related tax withholding. She received 1,338 Sherwin-Williams common shares at no cost, then 411 shares were withheld to satisfy tax liabilities, leaving her with 1,285 directly owned shares.

Was the Sherwin-Williams (SHW) insider transaction by Marlena K. Boyce an open-market stock sale?

No, the disposition was not an open-market sale. The 411 Sherwin-Williams shares were mandatorily withheld by the company to cover Marlena K. Boyce’s tax obligations upon PRSU vesting, a standard tax-withholding disposition rather than a discretionary sale.

How many Sherwin-Williams (SHW) shares did Marlena K. Boyce acquire through her PRSU award?

She acquired 1,338 Sherwin-Williams common shares at $0.00 per share. These shares came from a performance-based restricted stock unit award granted on February 14, 2023 for the 2023–2025 performance period under the company’s equity plan.

How many Sherwin-Williams (SHW) shares were withheld for taxes in Marlena K. Boyce’s Form 4?

The company withheld 411 Sherwin-Williams common shares at $368.59 per share. These shares were used to satisfy Marlena K. Boyce’s tax withholding liabilities triggered by the vesting and payout of her performance-based restricted stock unit award.

What is Marlena K. Boyce’s direct Sherwin-Williams (SHW) share ownership after these transactions?

After the PRSU vesting and tax withholding, Marlena K. Boyce directly owns 1,285 Sherwin-Williams common shares. This balance reflects the 1,338 shares received from the award, minus the 411 shares withheld by the company to cover her tax obligations.

What type of equity award did Sherwin-Williams (SHW) grant to Marlena K. Boyce?

She received a performance-based restricted stock unit (PRSU) award. The grant was made on February 14, 2023 and vested based on performance conditions for the 2023–2025 period, paying out in Sherwin-Williams common stock when the criteria were met.