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RPM INTERNATIONAL INC/DE/·4

Jul 17, 4:19 PM ET

Kastner Janeen B. 4

4 · RPM INTERNATIONAL INC/DE/ · Filed Jul 17, 2026

Research Summary

AI-generated summary of this filing

Updated

RPM VP Janeen Kastner Receives Equity Awards

What Happened
Janeen B. Kastner, Vice President — Corporate Benefits & Risk Management at RPM International Inc. (RPM), was granted equity awards on July 15, 2026. The Form 4 shows: 1,107 shares of common stock (restricted), 1,200 performance-earned restricted shares, and a derivative award of 21,500 units (reported as $0.00 per share). These were grants/awards (transaction code A), not purchases or sales, so no cash changed hands in the reported transactions.

Key Details

  • Transaction date: July 15, 2026; Form 4 filed July 17, 2026 (filed within the typical 2-business-day window).
  • Grants reported: 1,107 common shares (@ $0.00), 1,200 performance-earned restricted shares (@ $0.00), and 21,500 derivative awards (@ $0.00). Reported dollar value is $0 on the Form 4 because these are awards, not open-market purchases.
  • Shares owned / holdings: the filing does not state a single total beneficial ownership number. Footnotes indicate the reporting person’s account holdings and unvested awards (see next item).
  • Notable footnotes:
    • F1–F2: Grants issued under the RPM International Inc. 2024 Omnibus Equity and Incentive Plan.
    • F3: Filing notes aggregates of unvested restricted shares (7,168) and performance-earned restricted shares (6,740) included in reporting.
    • F4: Reference to shares held in the reporting person’s RPM 401(k) account at Fidelity (approximate number not specified on the summary).
    • F5–F6: Stock Appreciation Rights (SARs) vest in four equal annual installments beginning July 15, 2027 and generally expire 10 years from grant; SARs were granted under the Plan and are exempt under Rule 16b-3.
  • Timeliness: Filing appears timely (transaction July 15; Form 4 filed July 17).

Context

  • These were equity awards (restricted stock, performance shares, and SARs). Awards do not require the insider to pay market price, and unvested awards are typically subject to vesting and performance conditions.
  • Stock Appreciation Rights (SARs) are derivative awards that pay the holder the increase in share price (usually in cash or shares) upon exercise; per footnotes these SARs vest over four years starting one year after grant.
  • For retail investors: award grants are routine compensation events for executives and employees. They provide potential future upside if the company performs and the awards vest, but they are not the same as the insider buying shares on the open market.

Insider Transaction Report

Form 4
Period: 2026-07-15
RPM INTERNATIONAL INC/DE/RPM
Kastner Janeen B.
VP Corp. Benefits/Risk Mgmt.
Transactions
  • Award

    Common Stock, $0.01 par value

    [F1]
    2026-07-15+1,107→ 135,063 total
  • Award

    Common Stock, $0.01 par value

    [F2][F3]
    2026-07-15+1,200→ 136,264 total
  • Award

    Stock Appreciation Rights

    [F5][F6]
    2026-07-15+21,500→ 211,500 total
    Exercise: $103.04Exp: 2036-07-15→ Common Stock (21,500 underlying)
Holdings

  • Common Stock, $0.01 par value

    [F4]
    (indirect: By 401(k))
    1,123
Footnotes (6)
  • [F1]The Reporting Person was granted 1,107 shares of Common Stock, issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the "Plan").
  • [F2]The Reporting Person was granted 1,200 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.
  • [F3]Includes an aggregate of 7,168 unvested restricted shares of Common Stock and 6,740 shares of Common Stock, issued as Performance Earned Restricted Stock
  • [F4]Approximate number of shares of Common Stock held as of July 15, 2026 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 15, 2027.
  • [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 2017 and 2026 and expire 10 years from the date of grant.
Signature
/s/ Janeen B. Kastner, by Gregory J. Dziak, her attorney-in-fact pursuant to Power of Attorney daed October 9, 2014 on file with the Commission|2026-07-17

Documents

1 file
  • 4
    ownership.xmlPrimary

    4