SEC Form 4 · accession 0001193125-26-307908
RPM INTERNATIONAL INC/DE/ · RPM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank C Sullivan
Officer — Chairman and CEO · Director
Period of report
Jul 15, 2026
Accepted (ET)
Jul 17, 2026 · 4:33 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000110621
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF2 | Jul 15, 2026 | A | 7,160 | $0.00 | A | 1,017,090 | D | |
| Common Stock, $0.01 par value | holding | — | — | — | 15,600 | I | By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12 | |
| Common Stock, $0.01 par valueF3 | holding | — | — | — | 5,247 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF5,F4 | $103.04 | Jul 15, 2026 | A | 129,500 | A | — | Jul 15, 2036 | Common Stock | 129,500 | 1,231,300 | D |
Explanation of responses
- F1The Reporting Person was granted 7,160 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the "Plan").
- F2Includes 34,370 shares of Common Stock, issued as Performance Earned Restricted Stock.
- F3Approximate number of shares of Common Stock held as of July 15, 2026 in the account of the Reporting Person by Fidelity Trust Management Company, as Trustee of the RPM International Inc. 401(k) Trust and Plan, as amended.
- F4The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027.
- F5Stock Appreciation Rights granted in exempt transactions under Rule 16b-3. These Stock Appreciation Rights vest in four equal annual installments commencing one year after the date of grant. These Stock Appreciation Rights were granted between 2019 and 2026 and expire 10 years from the date of grant.