Russell L. Gordon - Jul 18, 2024 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role: VP and CFO
Signature: /s/ Russell L. Gordon, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated April 4, 2012 on file with the Commission
Stock symbol: RPM
Transactions as of: Jul 18, 2024
Transactions value $: -$460,211
Form type: 4
Date filed: 7/22/2024, 04:38 PM
Previous filing: Jun 4, 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	+1.15K	+0.95%	$0.00	122K	Jul 18, 2024	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+1.87K	+1.53%	$0.00	124K	Jul 18, 2024	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+4.08K	+3.3%	$0.00	128K	Jul 18, 2024	Direct	F3
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$200K	-1.75K	-1.37%	$114.26	126K	Jul 18, 2024	Direct	F3
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$260K	-2.31K	-1.84%	$112.47	124K	Jul 21, 2024	Direct	F4, 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	+14.1K	+6.39%	$0.00	235K	Jul 18, 2024	Common Stock	14.1K	$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 1,147 shares of Common Stock, issued pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan").
F2	The Reporting Person was granted 1,870 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.
F3	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 1,750 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F4	On July 21, 2024, 5,400 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 2,314 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F5	Includes an aggregate of 9,704 shares of Common Stock issued pursuant to the Plan, 23,792 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement and 4,570 shares of Common Stock, issued as Performance Earned Restricted Stock pursuant to the Plan.
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 2015 and 2024 and expire 10 years from the date of grant.