Petz Heidi G 4

What Happened

• Heidi G. Petz, President & CEO and Director of Sherwin‑Williams (SHW), received 16,800 shares on 2026-02-17 as the payout from a performance‑based restricted stock unit (PRSU) award that vested. The PRSU was granted on 2023-02-14 and vested subject to performance for the 2023–2025 period.
• To satisfy tax withholding on the vesting, 7,494 shares were withheld/disposed at a reported value of $368.59 per share, totaling approximately $2,762,213. The award shares themselves were received at $0 cost (recipient tax event).

Key Details

• Transaction dates: Vesting/payout and withholding occurred on 2026-02-17; Form 4 filed 2026-02-18.
• Prices/values: Awarded shares reported at $0 acquisition price; 7,494 shares withheld at $368.59 each (~$2,762,213).
• Transaction codes: A = Award/Grant (PRSU payout); F = Shares withheld for tax withholding.
• Shares owned after transaction: Not specified in the provided excerpt.
• Footnotes: F1 — PRSU granted 2/14/2023 covering 2023–2025 performance; F2 — withheld shares represent mandatory tax withholding; F3 — indicates participation in the company 401(k) per trustee statement (specific amounts not shown).
• Timeliness: Filing appears timely (reporting period 2026-02-17, filed 2026-02-18).

Context

• This is a compensation-related transaction (vesting and mandatory tax withholding), not an open‑market purchase or discretionary sale. Withholding of shares to cover taxes is common and does not necessarily indicate a voluntary sale or change in insider sentiment.