Sherwin-Williams (SHW) executive reports PRSU vesting and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Sherwin-Williams President, Consumer Brands Group Todd D. Rea reported equity award activity in company stock. He acquired 5,100 shares of Common Stock on a grant/award basis at a stated price of $0.0000 per share, reflecting the payout of a performance-based restricted stock unit (PRSU) award granted on February 14, 2023 and tied to performance conditions for the 2023–2025 period.

To cover related tax withholding obligations upon vesting of this PRSU award, 1,883 shares of Common Stock were disposed of at $368.5900 per share through a tax-withholding disposition, rather than an open-market sale. Following these transactions, he directly held 12,546 shares of Common Stock. Separately, 5,407.03 shares are attributable to his participation in The Sherwin-Williams Company 401(k) Plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Rea Todd D

Role President, Consumer Brands Grp

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,100	$0.00	--
Tax Withholding	Common Stock	1,883	$368.59	$694K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 14,429 shares (Direct); Common Stock — 5,407.03 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 - 05:33 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

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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^*

Rea Todd D

(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, Consumer Brands Grp

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		5,100⁽¹⁾	A	$0	14,429	D
Common Stock	02/17/2026		F		1,883⁽²⁾	D	$368.59	12,546	D
Common Stock								5,407.03⁽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 (SHW) executive Todd D. Rea report?

Todd D. Rea reported vesting of a performance-based restricted stock unit award into 5,100 shares of Common Stock and a related tax-withholding disposition of 1,883 shares. These transactions reflect equity compensation activity rather than open-market buying or selling.

Was the Sherwin-Williams (SHW) Form 4 transaction an open-market sale?

No, the Form 4 describes a tax-withholding disposition of 1,883 shares at $368.59 per share. The shares were mandatorily withheld by the issuer to satisfy tax liabilities from a vested performance-based restricted stock unit award.

How many Sherwin-Williams (SHW) shares did Todd D. Rea acquire through the PRSU award?

He acquired 5,100 shares of Sherwin-Williams Common Stock via a performance-based restricted stock unit award. The award was granted on February 14, 2023 and vested based on performance conditions for the 2023–2025 performance period under the company’s equity incentive plan.

What is Todd D. Rea’s direct Sherwin-Williams (SHW) shareholding after the reported Form 4?

After the reported Form 4 transactions, Todd D. Rea directly held 12,546 shares of Sherwin-Williams Common Stock. This reflects the net result of the 5,100-share PRSU award vesting and the 1,883-share tax-withholding disposition on the reported date.

How many Sherwin-Williams (SHW) shares are in Todd D. Rea’s 401(k) Plan?

The Form 4 indicates 5,407.03 shares of Sherwin-Williams Common Stock are attributable to Todd D. Rea’s participation in The Sherwin-Williams Company 401(k) Plan, based on the trustee’s February 13, 2026 statement, reported as indirect ownership.

What does the performance-based RSU award mean for Sherwin-Williams (SHW) executive compensation?

The performance-based restricted stock unit award converted into 5,100 shares after meeting performance conditions for 2023–2025. This illustrates a compensation structure where equity awards vest contingent on achieving defined performance goals under Sherwin-Williams’ 2006 Equity and Performance Incentive Plan.