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

Rhea-AI Filing Summary

The Sherwin-Williams Company senior vice president James P. Lang reported equity compensation activity in company stock. On the reported date, he acquired 714 shares of common stock through the vesting and payout of a performance-based restricted stock unit award, at no cash price. In connection with this vesting, 230 shares were mandatorily withheld by the company at $368.59 per share to cover related tax obligations, a non–open-market disposition. Following these transactions, he directly holds 861 shares of common stock and has an additional 1,038.56 shares attributable to his participation in The Sherwin-Williams Company 401(k) Plan.

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^*

Lang James P.

(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 - Enterprise Finance & CAO

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		714(1)	A	$0	1,091	D
Common Stock	02/17/2026		F		230(2)	D	$368.59	861	D
Common Stock								1,038.56(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)
				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.

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.
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FAQ

What insider transaction did SHERWIN WILLIAMS CO (SHW) executive James P. Lang report?

James P. Lang reported equity compensation activity, including the vesting of a performance-based restricted stock unit award into 714 shares of common stock. Part of these shares was withheld to satisfy tax obligations tied directly to the vesting event.

How many SHERWIN WILLIAMS CO (SHW) shares did James P. Lang acquire in this Form 4 filing?

He acquired 714 shares of Sherwin-Williams common stock through the vesting of a performance-based restricted stock unit award. The award was originally granted in February 2023 and vested after meeting defined performance conditions for the 2023–2025 performance period.

Why were some SHERWIN WILLIAMS CO (SHW) shares disposed of in James P. Lang’s Form 4?

The disposition of 230 shares was for tax withholding purposes only. These shares were mandatorily withheld by Sherwin-Williams at $368.59 per share to satisfy James P. Lang’s tax liabilities upon vesting of the PRSU award.

What are James P. Lang’s direct SHERWIN WILLIAMS CO (SHW) share holdings after this Form 4?

After the reported transactions, James P. Lang directly holds 861 shares of Sherwin-Williams common stock. This reflects the net position after the PRSU vesting and the share withholding to cover associated tax obligations on the award.

How many SHERWIN WILLIAMS CO (SHW) shares does James P. Lang hold through the 401(k) Plan?

He has 1,038.56 shares attributable to his participation in The Sherwin-Williams Company 401(k) Plan. This amount is reported per the plan trustee’s February 13, 2026 statement and represents indirect beneficial ownership through the retirement plan.

Was James P. Lang’s SHERWIN WILLIAMS CO (SHW) Form 4 a market buy or sell of shares?

The filing reflects compensation-related activity, not open-market trading. Shares were acquired via vesting of a performance-based restricted stock unit award, and some were disposed of solely to cover tax withholding obligations required at vesting.