Rea Todd D 4

What Happened Todd D. Rea, President of the Consumer Brands Group at Sherwin‑Williams (SHW), had a performance‑based restricted stock unit (PRSU) award vest and be paid out in shares. On 2026‑02‑17 he was issued 5,100 shares (acquired at $0.00 as the RSU payout). The company withheld 1,883 of those shares to satisfy tax withholding at a reported price of $368.59 per share (disposition value = $694,055). Net shares retained from the vesting = 3,217 shares (approx. $1.19M at the $368.59 price); gross value of the 5,100‑share payout was about $1.88M.

Key Details

• Transaction date: 2026‑02‑17; Form 4 filed 2026‑02‑18 (generally timely).
• Awarded/acquired: 5,100 PRSU shares @ $0.00 (vesting payout).
• Withheld/disposed: 1,883 shares @ $368.59 per share = $694,055 (to cover tax withholding).
• Net increase in shares held from this vesting: 3,217 shares (approx. $1.19M at the reported price).
• Footnotes:
  • F1: PRSU granted 2/14/2023; vested based on performance for the 2023–2025 period under the company’s 2006 Equity and Performance Incentive Plan.
  • F2: The 1,883‑share disposal reflects shares mandatorily withheld to satisfy tax withholding on vesting.
  • F3: Mentions shares attributable to the Reporting Person’s participation in the company 401(k) plan per trustee statement (2/13/2026).
• Shares owned after the transaction are not specified in this filing.

Context This was a standard performance‑based equity payout, not an open‑market purchase or a voluntary sale. The withholding of shares to cover taxes is routine and should not be interpreted as an opportunistic sale—it's a cashless tax withholding at vesting. Purchases by insiders often carry more direct informational weight; this filing documents a compensation vesting event.