RPM International Vice President Disposes of 511 Shares Through Performance Stock Unit Vesting

Equity Compensation Structure at RPM International

RPM International, a global specialty chemicals and coatings manufacturer, compensates senior executives through a combination of equity instruments designed to align leadership interests with shareholder value creation. The company's compensation framework includes restricted stock, Performance Stock Units, Stock Appreciation Rights, and other equity awards granted under the company's long-term incentive plan. Andrew G. Polanco, in his capacity as Vice President of Operations, participates in these programs as part of standard executive compensation practices within the industrial materials and chemicals sector.

The equity compensation structure disclosed in this transaction reflects a multi-year vesting schedule, with Performance Stock Units granted in 2023 now reaching vesting milestones. Stock Appreciation Rights awarded in July 2026 vest across a four-year period, creating retention incentives aligned with RPM's medium-term strategic objectives. This layered approach to equity compensation is common among large-cap industrial companies seeking to balance near-term liquidity for tax obligations with long-term retention of executive talent.

Details of the Share Disposition and Tax Withholding

On July 19, 2026, Polanco's Performance Stock Units that were originally granted in 2023 vested, triggering a tax withholding event. In accordance with RPM's long-term incentive plan, the executive disposed of 511 shares of common stock back to the company at a price of $105.08 per share to satisfy his personal tax obligations arising from the vesting event. This type of cashless exercise or share withholding mechanism is a standard administrative practice that allows executives to meet tax liabilities without requiring additional cash outlay.

The timing and execution of share dispositions for tax withholding purposes are governed by securities law restrictions on trading windows and Rule 10b5-1 compliance frameworks. The disclosure indicates that this transaction was conducted as a routine equity plan administration matter rather than a discretionary market sale. The share price at which the withholding occurred, $105.08, serves as the basis for calculating the tax withholding obligation and represents the valuation applied by the company's plan administrator on the vesting date.

Polanco's Beneficial Ownership Following the Transaction

Following completion of the share disposition on July 19, 2026, Andrew G. Polanco maintained beneficial ownership of 12,901 shares of RPM International common stock held directly. This beneficial ownership figure includes unvested restricted shares and Performance Earned Restricted Stock that remain subject to company forfeiture provisions pending satisfaction of vesting conditions. The composition of Polanco's holdings demonstrates substantial equity stake in RPM's long-term performance, creating alignment between his personal financial interests and shareholder returns.

The breakdown of Polanco's beneficially owned securities includes 2,658 unvested restricted shares of common stock and 3,820 shares issued as Performance Earned Restricted Stock. These instruments represent compensation already earned but subject to continued employment or achievement of performance metrics. The holding pattern reflects a typical executive equity portfolio at a major industrial corporation, where unvested awards represent a significant portion of total ownership, creating incentives for continued service and organizational commitment.

Stock Appreciation Rights Grant and Multi-Year Vesting Schedule

In connection with equity compensation activities, RPM granted Polanco 6,100 Stock Appreciation Rights on July 15, 2026, with an exercise or settlement price to be determined under the company's plan administration procedures. These rights were granted in exempt transactions under Securities and Exchange Commission Rule 16b-3, which permits equity awards to insiders without triggering short-swing profit reporting requirements under Section 16(b) of the Securities Exchange Act. The Stock Appreciation Rights expire 10 years from the grant date, providing a substantial exercise window aligned with typical market practice for long-dated equity instruments.

The Stock Appreciation Rights vest according to a four-year schedule with equal annual installments commencing one year after the July 15, 2026 grant date. This extended vesting timeline means the first tranche of 1,525 rights will become exercisable in July 2027, with subsequent equal portions vesting annually thereafter through July 2030. The multi-year vesting structure serves retention purposes by distributing the executive's economic participation in any appreciation of RPM stock price over a medium-term period, reducing turnover risk and encouraging sustained organizational engagement.

RPM International's Business Operations and Market Position

RPM International Inc. operates as a globally diversified manufacturer and supplier of specialty chemicals, coatings, and building materials serving multiple end markets including construction, industrial maintenance, automotive refinish, and consumer applications. The company's portfolio encompasses recognized brands across protective coatings, sealants, adhesives, and specialty chemicals segments, generating revenue through both direct sales and distribution partnerships across North America, Europe, Asia-Pacific, and other international markets. As Vice President of Operations, Polanco holds responsibility for operational oversight within the organizational structure managing these diverse business units.

The industrial coatings and specialty chemicals sector in which RPM competes is characterized by cyclical demand patterns tied to construction activity, manufacturing production, and maintenance spending. Executive compensation tied to equity performance reflects investor focus on how effectively management deploys capital and manages operational efficiency within this dynamic market environment. Polanco's substantial equity holdings, reinforced by additional stock appreciation rights and restricted stock awards, connect his compensation outcomes directly to RPM's ability to generate shareholder value across business cycles.

Regulatory Treatment Under Securities Law Section 16 Reporting

Andrew G. Polanco's status as an officer of RPM International subjects him to Section 16(a) reporting requirements under the Securities Exchange Act of 1934, which mandate disclosure of beneficial ownership changes to the Securities and Exchange Commission. The Form 4 disclosure filed on July 21, 2026, represents the public record of the July 19, 2026 share disposition and reflects Polanco's compliance with these insider reporting obligations. The three-business-day filing deadline following the transaction date is standard regulatory practice designed to provide investors timely information about trading activity by company insiders.

The regulatory framework governing Section 16 reporting distinguishes between derivative securities such as stock options and stock appreciation rights and direct equity holdings. Polanco's disclosure separates his non-derivative common stock holdings from his derivative security position consisting of Stock Appreciation Rights, reflecting the categorization requirements under Commission rules. The nature of indirect beneficial ownership is noted where applicable, providing transparency regarding whether shares are held directly by Polanco or through other entities or arrangements subject to his control or beneficial interest.

Timing of Vesting Events and Equity Plan Administration

The vesting of Performance Stock Units on July 19, 2026, followed by Stock Appreciation Rights grant on July 15, 2026, illustrates the regular cadence of equity plan administration events at major public companies. These dates typically align with fiscal year calendars, performance measurement periods, or established grant cycles within corporate compensation frameworks. RPM's long-term incentive plan, referenced in the disclosure as the source of these awards, establishes the terms, conditions, and administration procedures governing vesting schedules, exercise prices, and forfeiture provisions.

The relationship between Performance Stock Units granted in 2023 reaching vesting status in 2026 demonstrates a three-year performance or service period typical for restricted stock and performance-based equity awards at large industrial corporations. Subsequent grants of Stock Appreciation Rights extending another decade beyond their grant date create a multi-layered equity compensation structure spanning 10 years or more. This extended time horizon reflects corporate governance emphasis on long-term executive retention and alignment with sustained business strategy execution.

Implications for RPM Shareholders and Governance Monitoring

Insider transactions disclosed through Form 4 filings serve as information sources for shareholders monitoring executive compensation practices and personal trading activity at public companies. The disclosure of Polanco's share disposition provides transparency regarding tax withholding mechanics and the ongoing equity stakes maintained by senior operational executives. Investors analyzing RPM's management alignment and retention strategies can observe through these disclosures the composition and magnitude of executive equity holdings relative to company market capitalization and individual compensation levels.

The substantial equity position maintained by Polanco following the share withholding transaction—12,901 shares directly owned plus unvested restricted shares and performance stock—demonstrates material personal financial exposure to RPM's stock performance. This equity-heavy compensation approach reflects institutional trends in executive pay design emphasizing stock-based rather than cash-based compensation, particularly within mature industrial corporations. Shareholders monitoring governance quality and management incentive alignment may track such insider holdings as indicators of executive confidence in company strategic direction and operational prospects.

Technical Compliance and Form 4 Execution Details

The Form 4 disclosure was executed by Gregory J. Dziak, identified as Polanco's attorney-in-fact pursuant to a Power of Attorney dated July 2, 2026, filed with the Securities and Exchange Commission. This execution arrangement indicates that Polanco has delegated signing authority to legal counsel for purposes of completing regulatory filings related to his insider transactions and beneficial ownership changes. Such delegations are permissible under Commission rules governing Form 4 preparation and submission, provided appropriate authorization documents are filed and maintained by the company.

The filing date of July 21, 2026, reflects the three-business-day deadline for Form 4 submission following the transaction date of July 19, 2026. The company's transfer agent or equity administration vendor typically coordinates with the reporting person's counsel to ensure timely and accurate submission of these required disclosures. The narrative explanations and transaction codes employed in the Form 4, as prescribed by Commission instructions, enable standardized interpretation of the equity activity by investors, analysts, and regulatory monitoring systems.