04/21/2026 | Press release | Distributed by Public on 04/21/2026 14:14
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights | $50.99 | 04/17/2026 | M | 30,000 | (3) | (3) | Common Stock | 30,000 | $ 0 | 190,000 | D(4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Kastner Janeen B. 2628 PEARL ROAD MEDINA, OH 44256 |
VP Corp. Benefits/Risk Mgmt. | |||
| /s/ Janeen B. Kastner, by Gregory J. Dziak, here attorney-in-fact pursuant to Power of Attorney dated October 9, 2014 on file with the Commission | 04/21/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Approximate number of shares of Common Stock held as of April 17, 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. |
| (2) | Includes an aggregate of 7,837 unvested restricted shares of Common Stock, 16,121 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement and 5,540 shares of Common Stock, issued as Performance Earned Restricted Stock. |
| (3) | The Stock Appreciation Rights vested on July 25, 2017, 2018, 2019 and 2020. |
| (4) | Stock 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 2017 and 2025 and expire 10 years from the date of grant. |