Jorgenrud Karl J 4

What Happened
Karl Jorgenrud, President, Global Industrial at Sherwin-Williams (SHW), received 9,600 shares when a performance-based restricted stock unit (PRSU) award vested on Feb 17, 2026 (reported 02/18/2026). To satisfy tax withholding obligations, 4,379 of the vested shares were withheld/disposed at an implicit value of $368.59 per share, producing proceeds of $1,614,056. The award was originally 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) — filing appears timely.
• Award (code A): 9,600 shares acquired @ $0.00 (PRSU payout).
• Tax withholding (code F): 4,379 shares disposed @ $368.59 = $1,614,056 withheld to cover taxes.
• Footnote F1: PRSU granted 2/14/2023, vested subject to 2023–2025 performance conditions under the company’s equity plan.
• Footnote F2: Shares withheld by issuer to satisfy tax withholding on the vesting.
• Footnote F3: References Reporting Person’s participation in the company 401(k) per trustee statement (2/13/2026).
• Shares owned after the transactions: not specified in the filing.

Context
This was a performance-based award vesting payout, not an open-market purchase or a discretionary sale. The withholding of shares to cover taxes is a routine administrative disposition and does not necessarily indicate a change in insider sentiment. For retail investors, purchases are typically more informative about insider confidence than routine award vesting and tax withholdings.