Form 4: RPM International Executive Tracy Crandall Receives Equity and Stock Appreciation Rights

Tracy D. Crandall, VP, General Counsel and CCO of RPM International Inc., was granted 1,961 shares of common stock and 10,300 Stock Appreciation Rights as part of the company's 2024 Omnibus Equity and Incentive Plan.

Summary

• Tracy D. Crandall, VP, General Counsel and CCO of RPM International Inc., acquired 761 shares of Common Stock on July 16, 2025, granted under the RPM International Inc. 2024 Omnibus Equity and Incentive Plan.
• An additional 1,200 shares of Common Stock were granted to Ms. Crandall on July 16, 2025, as Performance Earned Restricted Stock, also pursuant to the 2024 Plan.
• Ms. Crandall's direct beneficial ownership of Common Stock following these transactions is 24,757 shares, which includes 8,137 unvested restricted shares and 4,790 performance earned restricted shares.
• Ms. Crandall also holds approximately 117 shares of Common Stock indirectly through the RPM International Inc. 401(k) Trust and Plan.
• Ms. Crandall was granted 10,300 Stock Appreciation Rights (SARs) on July 16, 2025, with an exercise price of $110.59.
• These SARs will vest in four equal annual installments, commencing on July 16, 2026, and expire on July 16, 2035.
• Following the reported transactions, Ms. Crandall directly beneficially owns 20,300 Stock Appreciation Rights.

Sentiment

Score: 7

Explanation: The document reports routine executive compensation grants, which are generally positive as they align management's interests with shareholders. It does not contain any negative or unexpected information.

Positives

• The grants of Common Stock and Stock Appreciation Rights align the interests of the executive with those of the shareholders, promoting long-term value creation.
• The compensation package, including performance-earned restricted stock, incentivizes the executive to achieve company performance goals.

Future Outlook

The Stock Appreciation Rights granted are scheduled to vest in four equal annual installments, commencing one year after the grant date, on July 16, 2026, and will expire on July 16, 2035.

Management Comments

• The grants of Common Stock and Stock Appreciation Rights were issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan, reflecting the company's established compensation framework.

Industry Context

The grants of equity and Stock Appreciation Rights are a standard component of executive compensation packages in publicly traded companies, designed to align executive incentives with shareholder value creation and retention.

Comparison to Industry Standards

• This document, a Form 4, details specific executive compensation grants but does not provide sufficient information to assess these results in the context of global benchmarks or to list specific comparable companies, projects, and their results.

Corporate Governance

Related Party Transactions

• Standard executive compensation grants (shares and Stock Appreciation Rights) to Tracy D. Crandall, a Vice President, General Counsel, and Chief Compliance Officer of RPM International Inc.

Stakeholder Impact

• Shareholders: The grants are intended to align the interests of the executive with shareholders, potentially leading to improved long-term performance.
• Employees: The grants are part of the company's overall compensation strategy, which may influence employee morale and retention, particularly for key personnel.

Next Steps

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

Key Dates

Keywords

RPM International, Executive Compensation, Stock Grant, Stock Appreciation Rights, Restricted Stock, SEC Form 4, Insider Transaction, Equity Incentive Plan, Corporate Governance