Form 4: RPM International CEO Boosts Stake with Share and SAR Acquisitions

RPM International Inc. Chairman and CEO Frank C. Sullivan reported an increase in his beneficial ownership through the acquisition of 5,670 shares of common stock and 90,700 Stock Appreciation Rights.

Summary

• Frank C. Sullivan, Chairman and CEO of RPM International Inc., acquired 5,670 shares of Common Stock as Performance Earned Restricted Stock.
• The acquired shares were issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan.
• Sullivan also acquired 90,700 Stock Appreciation Rights (SARs) with an exercise price of $110.59.
• The SARs will vest in four equal annual installments, commencing on July 16, 2026, and expire on July 16, 2035.
• Following these transactions, Sullivan directly beneficially owns 1,013,076 shares of Common Stock.
• His indirect beneficial ownership includes 15,600 shares held by the Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan and approximately 5,146 shares held in a 401(k) Plan.
• Total Stock Appreciation Rights beneficially owned following the reported transaction are 1,101,800.
• The reported Common Stock beneficial ownership includes various unvested and vested restricted shares, and reflects a reduction of 7,600 shares due to gifts previously reported on a Form 5 dated July 13, 2021.

Sentiment

Score: 7

Explanation: The acquisition of shares and SARs by the CEO is generally viewed positively as it aligns management's interests with shareholders, indicating confidence in the company's future performance. This is a routine compensation-related filing.

Positives

• The acquisition of 5,670 shares of Common Stock and 90,700 Stock Appreciation Rights by the Chairman and CEO indicates continued alignment of management's interests with shareholders.
• The shares were granted as Performance Earned Restricted Stock, suggesting they are tied to performance metrics, which can incentivize strong company results.

Future Outlook

The Stock Appreciation Rights granted on July 16, 2025, will vest in four equal annual installments, commencing one year after the grant date, and will expire 10 years from the date of grant.

Management Comments

• Frank C. Sullivan, Chairman and CEO, reported an increase in his direct and indirect beneficial ownership of RPM International Inc. securities, including the acquisition of performance-earned restricted stock and stock appreciation rights.

Industry Context

This filing is a standard insider transaction report, reflecting changes in the beneficial ownership of a key executive. Such filings provide transparency into management's holdings and can be viewed by investors as an indicator of confidence in the company's future.

Related Party Transactions

• Indirect beneficial ownership includes 15,600 shares held by the Thomas C. Sullivan Irrevocable Trust FBO Frank C. Sullivan.

Stakeholder Impact

• Shareholders may view the increased beneficial ownership by the Chairman and CEO as a positive signal, indicating management's confidence in the company's long-term prospects and aligning their interests with shareholder value creation.

Next Steps

• The Stock Appreciation Rights granted on July 16, 2025, will begin to vest in four equal annual installments starting on July 16, 2026.

Key Dates

Keywords

RPM International, Frank C. Sullivan, SEC Form 4, Insider Trading, Beneficial Ownership, Stock Appreciation Rights, Restricted Stock, Executive Compensation, Corporate Governance, Equity Plan