Janeen B. Kastner - 19 Jul 2023 Form 4 Insider Report for RPM INTERNATIONAL INC/DE/ (RPM)

Role: VP Corp. Benefits/Risk Mgmt.
Signature: /s/ Janeen B. Kastner, by Gregory J. Dziak, her attorney-in-fact pursuant to Power of Attorney dated October 9, 2014 on file with the Commission
Issuer symbol: RPM
Transactions as of: 19 Jul 2023
Net transactions value: -$282,120
Form type: 4
Filing time: 21 Jul 2023, 16:38:54 UTC
Previous filing: 02 Jun 2023
Next filing: 25 Jul 2023
SEC: View on sec.gov

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	+1,659	+1.7%	$0.000000	100,968	19 Jul 2023	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+2,700	+2.7%	$0.000000	103,668	19 Jul 2023	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+10,000	+9.6%	$0.000000	113,668	19 Jul 2023	Direct	F3
transaction	RPM	Common Stock, $0.01 par value	Tax liability	$282,120	-3,017	-2.7%	$93.51	110,651	19 Jul 2023	Direct	F3, F4
holding	RPM	Common Stock, $0.01 par value						1,064	19 Jul 2023	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	+20,800	+10%	$0.000000	220,800	19 Jul 2023	Common Stock	20,800	$93.51	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 1,659 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 2,700 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.
F3	On July 19, 2023, all 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 3,017 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F4	Includes an aggregate of 10,824 shares of Common Stock issued pursuant to the Plan, 11,965 vested restricted shares of Common Stock held in escrow until the Reporting Person's retirement and 12,600 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 19, 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.
F6	The Stock Appreciation Rights vest in four equal installments, beginning on July 19, 2024.
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 2023 and expire 10 years from the date of grant.