RPM INTERNATIONAL INC/DE/·4

Jul 17, 4:21 PM ET

Dennsteadt David C. 4

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

Research Summary

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RPM (RPM) President & COO David Dennsteadt Receives Stock Award

What Happened
David C. Dennsteadt, President & COO of RPM International, was granted multiple equity awards on July 15, 2026: 1,717 shares of common stock, 1,470 performance-earned restricted shares, and a derivative award of 48,300 (reported at $0.00 per share on the Form 4). These entries are awards/grants (code A) — not open-market purchases or sales — so there was no cash paid by the insider at the time of grant.

Key Details

  • Transaction date: July 15, 2026; Form 4 filed July 17, 2026 (no late filing indicated).
  • Reported prices: $0.00 per share for all items (standard for awarded shares/SARs).
  • Awards: 1,717 restricted shares (F1); 1,470 performance-earned restricted shares (F2); 48,300 derivative awards (Stock Appreciation Rights/SARs) (reported as derivative, F6).
  • Vesting: SARs vest in four equal annual installments beginning one year after grant (commencing July 15, 2027) (F5/F6). SARs expire 10 years from grant (F6).
  • Holdings notes: filing footnote indicates the Reporting Person’s holdings include 17,225 unvested restricted shares and 11,070 performance-earned restricted shares (F3); additional holdings are held in a 401(k) trust (F4).
  • SARs granted under Rule 16b-3 (exempt transaction) (F6).

Context

  • Stock Appreciation Rights (SARs) are derivative awards that typically pay the holder the appreciation in value (in cash or stock) over the grant price; they are not immediate share purchases and vest over time.
  • These awards are typical executive compensation and do not, by themselves, signal a buy/sell decision by the insider. Purchases are generally considered more direct bullish signals than compensation grants.

Insider Transaction Report

Form 4
Period: 2026-07-15
Dennsteadt David C.
President & COO
Transactions
  • Award

    Common Stock, $0.01 par value

    [F1]
    2026-07-15+1,71731,139 total
  • Award

    Common Stock, $0.01 par value

    [F2][F3]
    2026-07-15+1,47032,609 total
  • Award

    Stock Appreciation Rights

    [F5][F6]
    2026-07-15+48,300215,600 total
    Exercise: $103.04Exp: 2036-07-15Common Stock (48,300 underlying)
Holdings
  • Common Stock, $0.01 par value

    [F4]
    (indirect: By 401(k))
    600
Footnotes (6)
  • [F1]The Reporting Person was granted 1,717 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 1,470 shares of Common Stock, issued as Peformance Earned Restricted Stock, pursuant to the Plan.
  • [F3]Includes an aggregate of 17,225 unvested restricted shares of Common Stock and 11,070 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 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 2020 and 2026 and expire 10 years from the date of grant.
Signature
/s/ David C. Dennsteadt, by Gregory J. Dziak, his attorney-in-fact under Power of Attorney dated October 2, 2025 on filed with the Commission|2026-07-17

Documents

1 file
  • 4
    ownership.xmlPrimary

    4