Frank C. Sullivan - May 31, 2023 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: May 31, 2023
Transactions value $: -$72,370
Form type: 4
Date filed: 6/2/2023, 05:06 PM
Previous filing: May 9, 2023
Next filing: Jul 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$72.4K	-907	-0.09%	$79.79	1.05M	May 31, 2023	Direct	F1, F2
holding	RPM	Common Stock, $0.01 par value						15.6K	May 31, 2023	By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12	F3
holding	RPM	Common Stock, $0.01 par value						3K	May 31, 2023	As custodian for son
holding	RPM	Common Stock, $0.01 par value						4.97K	May 31, 2023	By 401(k) Plan	F4

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
holding	RPM	Stock Appreciation Rights						1.41M	May 31, 2023	Common Stock	1.41M		Direct	F5, F6

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

Explanation of Responses:

Id	Content
F1	On May 31, 2023, 3,088 shares of Common Stock issued to the Reporting Person pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan") vested. In accordance with the terms of the Plan, the Reporting Person disposed of 907 shares back to the issuer to satisfy tax obligations of the Reporting Person.
F2	Includes an aggregate of 4,294 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, 99,686 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement, and 39,150 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.
F3	Includes 6,000 shares of Common Stock received as a pro rata liquidating distribution from the Sullivan Siblings LLC. This pro rata liquidating distribution is exempt from the reporting requirements of Section 16. In prior reports, the Reporting Person reported indirect beneficial ownership of 15,000 shares of Common Stock held by the Sullivan Siblings LLC.
F4	Approximate number of shares of Common Stock held as of May 31, 2023 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.
F5	No transaction is being reported on this line. Reported on a previously filed Form 3, Form 4, or Form 5.
F6	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 2016 and 2022 and expire ten years from the date of grant.