Sherwin-Williams (SHW) director reports grant of RSUs and 558 shares

Rhea-AI Filing Summary

The Sherwin-Williams Company director Matthew Thornton III received an equity award in the form of restricted stock units that convert into common stock. On February 17, 2026, he acquired 558 shares of common stock at a price of $0 per share as part of this grant.

The award was made under The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan. The restricted stock units vest in three substantially equal annual installments starting on February 16, 2027. Following this transaction, he beneficially owned 12,854 common shares, including 1,100 RSUs and 11,754 shares of common stock.

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

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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^*

Thornton Matthew III

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		558(1)	A	$0	12,854(2)	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. Grant of restricted stock units ("RSUs"), pursuant to the terms of an RSU agreement under The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock. The RSUs vest annually in three substantially equal installments commencing February 16, 2027.

2. These securities consist of 1,100 RSUs and 11,754 shares of Common Stock.

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).
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 (SHW) director Matthew Thornton III report?

Director Matthew Thornton III reported an equity award acquisition, not an open-market purchase. He received 558 shares of Sherwin-Williams common stock at $0 per share through a grant of restricted stock units under the company’s 2025 Equity and Incentive Compensation Plan.

How many SHW shares does Matthew Thornton III beneficially own after this Form 4?

After the reported transaction, Matthew Thornton III beneficially owns 12,854 Sherwin-Williams common shares. This total includes 1,100 restricted stock units and 11,754 shares of common stock, reflecting his direct equity stake and awards as a company director.

What are the vesting terms of the SHW restricted stock units granted to Matthew Thornton III?

The restricted stock units granted to Matthew Thornton III vest in three substantially equal annual installments. The vesting begins on February 16, 2027, meaning portions of the award convert into common stock each year over a three-year period, subject to plan terms.

Was cash paid for the Sherwin-Williams (SHW) shares reported in this Form 4?

No cash was paid for these Sherwin-Williams shares. The 558 common shares were acquired at a stated price of $0 per share as part of a restricted stock unit grant, which is a compensation award rather than a market purchase transaction.

What compensation plan governed the SHW equity grant to director Matthew Thornton III?

The equity grant was made under The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan. This plan provides for grants such as restricted stock units, with each unit representing the right to receive one share of Sherwin-Williams common stock upon vesting.