STOCK TITAN

Sherwin-Williams insider report: 609-share option exercise and sale by executive

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Reporting person: Justin T. Binns, President, Global Architectural at The Sherwin-Williams Company (SHW). On 08/25/2025 Mr. Binns exercised employee stock options and completed offsetting market activity that netted a modest change in holdings. He exercised options with a $79.85 exercise price covering 609 shares and recorded an acquisition of 609 common shares at $79.85. The same day he sold 609 common shares at $368.82. After these transactions he beneficially owned 18,531 shares directly and had 5,891.02 shares attributable indirectly via the company 401(k) plan per the trustee statement dated 06/30/2025. The filing lists 4,175 restricted stock units included in the reported totals and notes the relevant options were granted in 2015 and vested over three years.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine option exercise and same-day sale by a senior officer; modest net change in ownership, not clearly material to shareholders.

The filing documents an employee stock option exercise (609 shares at $79.85) and a contemporaneous sale of 609 shares at $368.82. Such exercises and sell-to-cover or cashless-sale patterns are common for executives monetizing pre-existing equity while retaining substantial residual holdings. Reported direct beneficial ownership stands at 18,531 shares, with an additional 5,891.02 shares through the 401(k) plan, and 4,175 RSUs referenced within those amounts. Transaction sizes are small relative to a large-cap issuer and appear routine rather than signaling a material change to capital structure or control.

TL;DR: Disclosure complies with Section 16 reporting; transactions reflect vested awards and plan holdings.

The Form 4 shows timely reporting of a 2015 option grant that vested per its schedule, the exercise of 609 underlying shares, and an immediate sale of 609 shares. The filing includes required explanatory notes identifying RSUs and 401(k) plan holdings and is signed by an attorney-in-fact. From a governance and compliance perspective, the form appears complete and transparent about the nature of the holdings and the insider's relationship to the issuer. No governance red flags (e.g., unexplained transfers or related-party issues) are evident in the disclosed text.

Insider Binns Justin T
Role President, Glob. Architectural
Sold 609 shs ($225K)
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) 609 $0.00 --
Exercise Common Stock 609 $79.85 $49K
Sale Common Stock 609 $368.82 $225K
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 18,531 shares (Direct); Common Stock — 5,891.02 shares (Indirect, 401(k) Plan)
Footnotes (1)
  1. These securities consist of 4,175 restricted stock units ("RSUs") and 14,356 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock. These securities consist of 4,175 RSUs and 13,747 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock. 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 6/30/2025 statement. These options were granted on October 16, 2015, and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.
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*
Binns Justin T

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Glob. Architectural
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025
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 08/25/2025 M 609 A $79.85 18,531(1) D
Common Stock 08/25/2025 S 609 D $368.82 17,922(2) D
Common Stock 5,891.02(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
Employee Stock Option (Right to Buy) $79.85 08/25/2025 M 609 (4) 10/15/2025 Common Stock 609 $0 0 D
Explanation of Responses:
1. These securities consist of 4,175 restricted stock units ("RSUs") and 14,356 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.
2. These securities consist of 4,175 RSUs and 13,747 shares of common stock. Each RSU represents the Reporting Person's right to receive one share of common stock.
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 6/30/2025 statement.
4. These options were granted on October 16, 2015, and vested in three substantially equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.
Remarks:
Stephen J. Perisutti, Attorney-in-fact 08/27/2025
** 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 transactions did SHW officer Justin Binns report on Form 4?

The Form 4 reports an exercise of options and related market activity on 08/25/2025: 609 shares acquired at an effective exercise price of $79.85 and 609 shares sold at $368.82.

How many Sherwin-Williams shares does Justin Binns beneficially own after the reported transactions?

After the reported transactions the filing shows 18,531 shares beneficially owned directly and 5,891.02 shares attributable indirectly via the company 401(k) plan (trustee statement dated 06/30/2025).

Were the exercised options in the Form 4 previously granted?

Yes. The filing explains the options were granted on October 16, 2015 and vested in three substantially equal installments on the first three anniversaries of the grant date.

Does the filing disclose restricted stock units (RSUs)?

Yes. The explanation states the reported securities include 4,175 restricted stock units, each representing a right to receive one share of common stock.

Who signed the Form 4 and when?

The Form 4 is signed by Stephen J. Perisutti, Attorney-in-fact, on 08/27/2025 on behalf of the reporting person.