Form 4: RPM International Executive Disposes of Shares for Tax Obligations Following Equity Vesting

Janeen B. Kastner, VP of Corporate Benefits/Risk Management at RPM International Inc., reported the disposition of 711 shares of common stock to cover tax liabilities after 2,551 shares vested from an equity incentive plan.

Summary

• Janeen B. Kastner, VP Corp. Benefits/Risk Mgmt. at RPM International Inc. (RPM), reported a transaction on May 31, 2025.
• On this date, 2,551 shares of Common Stock vested to Ms. Kastner pursuant to the RPM International Inc. 2014 Omnibus Equity and Incentive Plan.
• In accordance with the plan terms, Ms. Kastner disposed of 711 shares of Common Stock back to the issuer at a price of $113.84 per share to satisfy tax obligations related to the vesting.
• Following this transaction, Ms. Kastner directly beneficially owns 121,644 shares of Common Stock, which includes 6,394 shares issued pursuant to the Plan, 16,121 vested restricted shares held in escrow until retirement, and 4,570 shares of Performance Earned Restricted Stock.
• Additionally, Ms. Kastner indirectly owns approximately 1,101 shares of Common Stock held in her account by Fidelity Trust Management Company, as Trustee of the RPM International Inc. 401(k) Trust and Plan.
• The filing also notes that Ms. Kastner holds 204,900 Stock Appreciation Rights (SARs) granted between 2016 and 2024, which vest in four equal annual installments commencing one year after the grant date and expire 10 years from the date of grant; no transaction was reported for these SARs in this filing.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction related to equity compensation vesting and tax obligations, which is neutral in sentiment as it represents a standard operational event.

Positives

• The vesting of 2,551 shares indicates the successful achievement of performance or tenure conditions under the company's equity incentive plan, reflecting positive executive performance or retention.
• The executive continues to hold a substantial number of shares (121,644 direct and 1,101 indirect), aligning her interests with those of long-term shareholders.

Negatives

• The disposition of 711 shares, even for tax purposes, results in a reduction of the executive's direct equity stake in the company.

Future Outlook

NA

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation and does not provide broader industry context or trends.

Related Party Transactions

• The disposition of 711 shares was made back to the issuer, RPM International Inc., to satisfy tax obligations, which constitutes a transaction with a related party (the company itself).

Stakeholder Impact

• Shareholders: The transaction is a routine disposition for tax purposes by an executive, which is generally not expected to have a significant direct impact on the company's share price or overall shareholder value. It reflects the normal course of executive compensation.
• Employees: The vesting of shares under an equity plan demonstrates the company's compensation structure, which may be relevant to employees participating in similar equity incentive plans.

Key Dates

Keywords

RPM International, RPM, SEC Form 4, Insider Transaction, Stock Vesting, Equity Compensation, Tax Obligations, Janeen B. Kastner, Common Stock, Stock Appreciation Rights