Jaye James R 4

What Happened

• Jaye James R, Senior Vice President — Investor Relations & Corporate Communications at Sherwin‑Williams (SHW), had a performance‑based restricted stock unit (PRSU) award vest on 2026-02-17 and was paid out in shares. The filing shows 2,100 shares issued as the award (code A, reported at $0.00 because it is an award).
• To satisfy tax withholding upon vesting, 639 shares were mandatorily withheld by the company (code F) at an indicated per‑share value of $368.59, for a total withholding value of $235,529.
• This PRSU was originally granted on February 14, 2023 and vested based on performance for the 2023–2025 performance period under Sherwin‑Williams’ equity plan.

Key Details

• Transaction date: 2026-02-17 (reported on Form 4 filed 2026-02-18 — timely filing).
• Awarded: 2,100 shares (PRSU payout; reported at $0.00 as an award).
• Withheld for taxes: 639 shares @ $368.59 = $235,529 (disposition to issuer to cover tax liability).
• Additional notes from filing:
  • F1: Vesting tied to 2023–2025 performance conditions (PRSU agreement).
  • F2: Reported total includes 36.35 additional shares acquired via dividend reinvestment since 2025-02-18.
  • F3: Withheld shares represent mandatory share withholding to satisfy tax liabilities.
  • F4: Filing references the Reporting Person’s 401(k) account per trustee statement dated 2026-02-13.
• Shares owned after the transaction: Not specifically disclosed in the filing.

Context

• This was not a market purchase or discretionary sale; it was a performance RSU vesting payout with mandatory withholding for taxes — a routine equity compensation event rather than an expressed buy/sell signal.
• For retail investors, such vested awards signal compensation realization by an insider but do not by themselves indicate a deliberate bullish or bearish trade.