Sherwin-Williams (SHW) director awarded 558 RSUs and updates holdings

Rhea-AI Filing Summary

Director Thomas Williams reported an acquisition of 558 shares of Sherwin-Williams common stock on a grant of restricted stock units under the 2025 Equity and Incentive Compensation Plan. Each RSU equals one share of common stock and vests in three annual installments starting February 16, 2027.

After this award, Williams holds 2,371 shares of Sherwin-Williams common stock directly and 1,053.14 deferred stock units indirectly through the 2005 Director Deferred Fee Plan, which also accumulates units via a dividend reinvestment feature.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Williams Thomas

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	558	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,371 shares (Direct); Common Stock — 1,053.14 shares (Indirect, Deferred Fee Plan)

Footnotes (1)

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. These securities consist of 1,334 RSUs and 1,037 shares of Common Stock. No transaction is being reported on this line. Reported on a previously filed Form 4. These securities consist of deferred stock units, held pursuant to the 2005 Director Deferred Fee Plan, and include deferred stock units acquired pursuant to the dividend reinvestment feature of such Plan.

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^*

Williams Thomas

(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	2,371(2)	D
Common Stock(3)								1,053.14(4)	I	Deferred Fee 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. 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 1,334 RSUs and 1,037 shares of Common Stock.

3. No transaction is being reported on this line. Reported on a previously filed Form 4.

4. These securities consist of deferred stock units, held pursuant to the 2005 Director Deferred Fee Plan, and include deferred stock units acquired pursuant to the dividend reinvestment feature of such Plan.

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 Thomas Williams report?

Thomas Williams reported acquiring 558 Sherwin-Williams common shares through a restricted stock unit grant. The award was made under the 2025 Equity and Incentive Compensation Plan and is recorded at a price of $0 per share as a non-cash equity grant.

How do the new Sherwin-Williams (SHW) RSUs granted to Thomas Williams vest?

The restricted stock units granted to Thomas Williams vest in three substantially equal annual installments. Vesting begins on February 16, 2027, meaning the award delivers common shares gradually over three years, aligning director compensation with longer-term company performance.

How many Sherwin-Williams (SHW) shares does Thomas Williams own after this Form 4?

After the reported transaction, Thomas Williams beneficially owns 2,371 Sherwin-Williams common shares directly. He also holds 1,053.14 deferred stock units indirectly through the 2005 Director Deferred Fee Plan, which accumulates units including those from dividend reinvestment.

Was the Sherwin-Williams (SHW) insider transaction a market purchase or sale?

The reported transaction was an acquisition through an equity grant, not a market trade. The Form 4 uses transaction code “A” for a grant, award, or other acquisition, with the 558 shares recorded at a per-share price of $0 as compensation.

What is the Sherwin-Williams (SHW) 2005 Director Deferred Fee Plan mentioned in the filing?

The 2005 Director Deferred Fee Plan holds deferred stock units for directors, including Thomas Williams. These units can also be increased through a dividend reinvestment feature, which automatically converts dividends into additional deferred stock units instead of cash.