Frank C. Sullivan - Jul 18, 2024 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role: Chairman and CEO, Director
Signature: /s/ Frank C. Sullivan, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated September 26, 2013 on file with the Commission
Stock symbol: RPM
Transactions as of: Jul 18, 2024
Transactions value $: -$1,055,081
Form type: 4
Date filed: 7/22/2024, 04:34 PM
Previous filing: May 7, 2024
Next filing: Aug 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+11.1K	+1.09%	$0.00	1.04M	Jul 18, 2024	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+20.3K	+1.96%	$0.00	1.06M	Jul 18, 2024	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Tax liability	$0	-8.09K	-0.77%	$0.00	1.05M	Jul 18, 2024	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$1.06M	-9.38K	-0.89%	$112.47	1.04M	Jul 21, 2024	Direct	F3, F4
holding	RPM	Common Stock, $0.01 par value						15.6K	Jul 18, 2024	By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
holding	RPM	Common Stock, $0.01 par value						3K	Jul 18, 2024	As custodian for son
holding	RPM	Common Stock, $0.01 par value						5.06K	Jul 18, 2024	By 401(k) Plan	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RPM	Stock Appreciation Rights	Award	$0	+85.1K	+7.49%	$0.00	1.22M	Jul 18, 2024	Common Stock	85.1K	$114.26	Direct	F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person was granted 11,140 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan").
F2	On July 18, 2024, a portion of the Reporting Person's Performance Stock Units previously granted in 2020 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 8,089 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F3	On July 21, 2024, 21,150 shares of Common Stock issued to the Reporting Person as Performance Earned Restricted Stock pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 9,381 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F4	Includes an aggregate of 1,844 shares of Common Stock issued pursuant to the Plan, 28,467 vested restricted shares of Common Stock held in escrow in the 1997 RPM International Inc. Restricted Stock Plan, 102,136 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 21,540 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.
F5	Approximate number of shares of Common Stock held as of July 18, 2024 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.
F6	The Stock Appreciation Rights vest in four equal installments, beginning on July 18, 2025.
F7	Stock Appreciation Rights granted pursuant to the Plan 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 2018 and 2024 and expire 10 years from the date of grant.