SEC Form 4 · accession 0001193125-26-340385
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
Aug 5, 2026
Accepted (ET)
Aug 7, 2026 · 4:36 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 value | Aug 5, 2026 | M | 200,000 | $62.17 | A | 1,213,277 | D | |
| Common Stock, $0.01 par value | Aug 5, 2026 | D | 106,529 | $116.72 | D | 1,106,748 | D | |
| Common Stock, $0.01 par valueF1 | Aug 5, 2026 | F | 40,753 | $116.72 | D | 1,065,995 | 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 valueF2 | holding | — | — | — | 5,274 | 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 RightsF4,F3 | $62.17 | Aug 5, 2026 | M | 200,000 | D | — | Jul 18, 2029 | Common Stock | 200,000 | 1,031,300 | D |
Explanation of responses
- F1Includes 23,970 shares of Common Stock, issued as Performance Earned Restricted Stock.
- F2Approximate number of shares of Common Stock held as of August 5, 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.
- F3The Stock Appreciation Rights vested on July 18, 2020, 2021, 2022 and 2023.
- F4Stock 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 2020 and 2026 and expire 10 years from the date of grant.