Binns Justin T 4

What Happened
Justin T. Binns, President, Global Architectural of Sherwin‑Williams (SHW), received 9,900 shares when a performance‑based restricted stock unit (PRSU) award vested (transaction code A). To cover tax withholding on the vesting, 4,416 shares were mandatorily withheld and disposed (transaction code F) at $368.59 per share for proceeds of $1,627,693. The PRSU was granted Feb 14, 2023 and vested based on performance for the 2023–2025 period.

Key Details

• Transaction date: 2026-02-17; Form 4 filed 2026-02-18 (next-day filing).
• Award: 9,900 shares acquired at $0.00 (vested PRSU payout).
• Tax withholding: 4,416 shares withheld/disposed at $368.59 each, total ~$1,627,693.
• Footnotes: F1 = PRSU award details and performance period; F2 = shares withheld to satisfy tax withholding; F3 = reference to shares attributable via the company 401(k) trustee statement.
• Shares owned after the transactions: not specified in the provided filing details.

Context
This is a compensation-related vesting event, not an open‑market purchase or a voluntary sale. Mandatory withholding of shares to cover taxes is common on equity award vesting (a form of cashless tax withholding) and does not necessarily indicate a change in the insider’s investment view. Purchases by insiders generally carry more weight for signaling than routine vesting or withholding transactions.