RPM International Inc.

07/17/2026 | Press release | Distributed by Public on 07/17/2026 14:23

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Crandall Tracy D.
2. Issuer Name and Ticker or Trading Symbol
RPM INTERNATIONAL INC/DE/ [RPM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, General Counsel and CCO
(Last) (First) (Middle)
2628 PEARL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026
(Street)
MEDINA, OH 44256
4. If Amendment, Date 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
(City) (State) (Zip)
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, $0.01 par value 07/15/2026 A(1) 1,344 A $ 0 26,101 D
Common Stock, $0.01 par value 07/15/2026 A(2) 850 A $ 0 26,956(3) D
Common Stock, $0.01 par value 208(4) I By 401(k) Plan
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $103.04 07/15/2026 A 17,600 (5) 07/15/2036 Common Stock 17,600 $ 0 37,900(6) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crandall Tracy D.
2628 PEARL ROAD
MEDINA, OH 44256
VP, General Counsel and CCO

Signatures

/s/ Tracy D. Crandall, by Gregory J. Dziak, her attorney-in-fact pursuant to Power of Attorney dated September 24,2024 on file with the Commission 07/17/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The Reporting Person was granted 1,344 shares of Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the "Plan").
(2) The Reporting Person was granted 850 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.
(3) Includes an aggregate of 9,481 unvested restricted shares of Common Stock and 5,640 shares of Common Stock, issued as Performance Earned Restricted Stock.
(4) Approximate 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.
(5) The Stock Appreciation Rights vest in four equal installments, beginning on July 15, 2027.
(6) 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 in 2025 and 2026 and expire 10 years from the date of grant.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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