GARCEAU MARY L 4

What Happened
Mary L. Garceau, Senior Vice President, CLO and Secretary of Sherwin-Williams (SHW), received 9,000 shares when a performance-based restricted stock unit (PRSU) award vested on Feb 17, 2026. To satisfy tax withholding on the vesting, 3,618 shares were withheld/disposed at an implied value of $368.59 per share, equal to $1,333,559. This was an award vesting event (compensation), not an open-market sale or purchase.

Key Details

• Transaction date: 2026-02-17; filing date: 2026-02-18 (timely filing).
• Award/acquisition: 9,000 shares granted/issued at $0.00 (PRSU payout).
• Tax withholding/disposition: 3,618 shares withheld/disposed at $368.59 = $1,333,559.
• Net change from this event: +5,382 shares (9,000 vested − 3,618 withheld). Total shares owned after the transaction not reported in the provided summary.
• Footnotes of note:
  • F1: These were PRSUs granted 2/14/2023 that vested based on performance for 2023–2025 under the company’s equity plan.
  • F2: 3,618 shares reflect mandatory withholding by the issuer to satisfy the reporting person’s tax liabilities on vesting.
  • F3: References shares attributable to the reporting person’s participation in the company 401(k) per trustee statement (2/13/2026).
• Filing status: Not indicated as late.

Context
This was a routine compensation event: performance-based RSUs vested and the company withheld shares to cover taxes (a common cashless withholding mechanism). Such withholding should not be read as a discretionary sale by the insider. Purchases by insiders tend to be more directly interpreted as bullish signals; vesting and withholding events primarily reflect compensation mechanics.