Sherwin-Williams insider files Form 4 — 98.17 deferred units; 7,553 disposed

Rhea-AI Filing Summary

Sherwin-Williams Co. (SHW) director Michael H. Thaman reported changes in his beneficial ownership on 10/03/2025 in a Form 4 filing. The filing shows an acquisition of deferred stock units under the 2005 Director Deferred Fee Plan and a disposition of 7,553 common stock-related holdings. The filing states 98.17 deferred stock units were credited using a weighted average share price of $343.81, and it lists 5,370.62 as the amount of securities beneficially owned following the transaction (identified as indirect ownership). The disposition entry lists 7,553 which the filing explains consists of 1,150 restricted stock units and 6,403 shares of common stock. The deferred units are payable solely in stock and generally become payable after the reporting person separates from service as a director.

Positive

• Director alignment via deferred equity: 98.17 deferred stock units credited under the 2005 Director Deferred Fee Plan
• Deferred units payable in stock: units are the economic equivalent of shares and support long-term alignment

Negative

• Disposition of common-stock holdings: 7,553 units/shares disposed (consisting of 1,150 RSUs and 6,403 common shares)
• Indirect ownership change: Filing shows 5,370.62 securities beneficially owned following the reported transaction(s), indicating a change in holdings

Insights

Corporate Governance Expert

Director received deferred equity and reported share reductions, reflecting routine director compensation and plan mechanics.

The reported 98.17 deferred stock units were credited under the 2005 Director Deferred Fee Plan, using a weighted average price of $343.81 to determine units. These units are described as economically equivalent to one share each and payable in stock after separation from service, which aligns director compensation with shareholder equity.

This filing also shows a reported disposition of 7,553 common-stock-related items (1,150 RSUs and 6,403 shares). Monitor any future Form 4s for additional open-market trades or plan-based payments if changes to ownership levels are material to governance or stock-lending policies over the next 3–12 months.

Equity Analyst

Transaction is primarily plan-driven; net ownership changed due to a plan payout and a separate disposition.

The filing records an acquisition entry of deferred stock units and a separate disposition totaling 7,553 units/shares. The deferred units (including dividend reinvestment) increase long-term, in‑kind exposure because they are payable in stock after service termination. The weighted average price used for unit conversion is $343.81.

For investors, the near-term market impact is likely limited because the acquisition is plan-based and the disposition is modest relative to large-cap free float; still, watch subsequent filings within Q4 2025 for any additional open-market sales or pattern changes that could affect supply dynamics.

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^*

THAMAN MICHAEL H

(Last) (First) (Middle)

101 W. PROSPECT AVENUE

(Street)

CLEVELAND OH 44115

(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)
10/03/2025

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	10/03/2025		A		98.17(1)	A	$343.81(2)	5,370.62(3)	I	Deferred Fee Plan
Common Stock								7,553(4)	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. Represents the number of deferred stock units acquired by the Reporting Person, in an exempt transaction, pursuant to the 2005 Director Deferred Fee Plan ("Deferred Fee Plan"). Each deferred stock unit is the economic equivalent of one share of common stock. The deferred stock units become payable solely in stock, generally following the Reporting Person's separation from service as a Director of the Company.

2. Represents the weighted average share price on the transaction date used to determine the number of deferred stock units credited to the Reporting Person's account.

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

4. These securities consist of 1,150 restricted stock units ("RSUs") and 6,403 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.

Remarks:

	Stephen J. Perisutti, Attorney-in-fact	10/07/2025
	** 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 did SHW director Michael Thaman report on Form 4?

He reported an acquisition of deferred stock units and a disposition of 7,553 common-stock-related holdings on 10/03/2025.

How many deferred stock units were credited and at what price?

The filing shows 98.17 deferred stock units credited using a weighted average price of $343.81.

What does the disposition of 7,553 items consist of?

The 7,553 disposed items consist of 1,150 restricted stock units (RSUs) and 6,403 shares of common stock.

Are the deferred stock units payable in cash or stock?

The deferred stock units are described as payable solely in stock, generally following the reporting person's separation from service as a director.

What is the reporting person’s relationship to SHW?

Michael H. Thaman is identified as a Director of Sherwin-Williams Co. (SHW).