RPM INTERNATIONAL INC/DE/·4

Jul 21, 4:24 PM ET

Laroche Michael J. 4

4 · RPM INTERNATIONAL INC/DE/ · Filed Jul 21, 2026

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RPM (RPM) VP & CAO Michael J. Laroche Sells 524 Shares (Tax Withholding)

What Happened Michael J. Laroche, Vice President, Controller & Chief Accounting Officer of RPM International, disposed of 524 shares of RPM common stock on July 19, 2026 at $105.08 per share, for proceeds of $55,062. The filing reports this disposition as a payment to satisfy tax obligations (transaction code F) related to vested performance awards granted in 2023.

Key Details

  • Transaction date: July 19, 2026; reported on Form 4 filed July 21, 2026 (no indication of a late filing).
  • Disposed: 524 shares at $105.08 each — total $55,062.
  • Footnote F1: Notes a portion of 2023 Performance Stock Units vested and that, in accordance with the plan, the Reporting Person disposed of 1,750 shares back to the issuer to satisfy tax obligations (the Form 4 line reports 524 shares as the specific disposition shown here).
  • Footnote F2: Reporting person’s position includes 7,276 unvested restricted shares and 4,190 performance-earned restricted shares (i.e., significant unvested holdings remain).
  • Transaction code: F = payment of exercise price or tax liability (commonly a share withholding or surrender to cover taxes).

Context This was a tax-withholding/surrender related to the vesting of performance shares rather than an open-market sell motivated by liquidity or view on the company. Such withholding/surrenders are routine and not necessarily a negative signal about insider confidence. For derivative/award transactions, Form 4 often reports both the gross vesting and the shares withheld or surrendered to cover taxes; the filing here documents the share surrender/withholding portion.

Insider Transaction Report

Form 4
Period: 2026-07-19
Laroche Michael J.
VP, Controller & CAO
Transactions
  • Tax Payment

    Common Stock, $0.01 par value

    [F1][F2]
    2026-07-19$105.08/sh524$55,06215,376 total
Holdings
  • Stock Appreciation Rights

    [F3][F4]
    Common Stock (4,700 underlying)
    4,700
Footnotes (4)
  • [F1]On July 19, 2026, a portion of the Reporting Person's Performance Stock Units previously granted in 2023 pursuant to the Plan vested. In accordance with the Plan, the Reporting Person disposed of 1,750 shares of Common Stock back to the Issuer to satisfy tax obligations of the Reporting Person.
  • [F2]Includes an aggregate of 7,276 unvested restricted shares of Common Stock and 4,190 shares of Common Stock, issued as Performance Earned Restricted Stock.
  • [F3]No transaction being reported on this line. Reported on a previously filed Form 4.
  • [F4]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 in 2026 and expire 10 years from the date of grant.
Signature
/s/ Michael J. Laroche, by Gregory J. Dziak, his attorney-in-fact pursuant to Power of Attorney dated October 27, 2021 on file with the Commission|2026-07-21

Documents

1 file
  • 4
    ownership.xmlPrimary

    4