Frank C. Sullivan - Jul 19, 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: Jul 19, 2023
Transactions value $: -$2,003,545
Form type: 4
Date filed: 7/21/2023, 04:53 PM
Previous filing: Jul 13, 2023
Next filing: Jul 25, 2023

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	+10.4K	+1.01%	$0.00	1.04M	Jul 19, 2023	Direct	F1
transaction	RPM	Common Stock, $0.01 par value	Award	$0	+50K	+4.81%	$0.00	1.09M	Jul 19, 2023	Direct	F2
transaction	RPM	Common Stock, $0.01 par value	Tax liability	-$2M	-21.4K	-1.97%	$93.51	1.07M	Jul 19, 2023	Direct	F2, F3
holding	RPM	Common Stock, $0.01 par value						15.6K	Jul 19, 2023	By Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan 10/26/12
holding	RPM	Common Stock, $0.01 par value						3K	Jul 19, 2023	As custodian for son
holding	RPM	Common Stock, $0.01 par value						4.97K	Jul 19, 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
transaction	RPM	Stock Appreciation Rights	Award	$0	+126K	+8.94%	$0.00	1.54M	Jul 19, 2023	Common Stock	126K	$93.51	Direct	F5, F6

* 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 10,400 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the "Plan").
F2	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 21,426 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
F3	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 49,550 shares of Common Stock, issued as Performance Earned Restricted Stock, pursuant to the Plan.
F4	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.
F5	The Stock Appreciation Rights vest in four equal installments beginning on July 19, 2024.
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 2023 and expire ten years from the date of grant.