Lang James P. 4

What Happened

• James P. Lang, SVP — Enterprise Finance & CAO of Sherwin‑Williams (SHW), had a performance‑based restricted stock unit (PRSU) award vest and be paid out in shares on 2026-02-17. The filing shows 714 shares were issued to him (code A, acquired at $0.00).
• To satisfy tax withholding on the vesting event, the company mandatorily withheld 230 shares (code F) at an indicated per‑share amount of $368.59, totaling $84,776. Net increase to Lang’s position from this event is 484 shares (714 issued minus 230 withheld).

Key Details

• Transaction date: 2026-02-17; Filing date: 2026-02-18 (timely).
• Award: 714 shares issued (PRSU payout; acquisition recorded at $0.00).
• Tax withholding: 230 shares withheld at $368.59/share, total $84,776.
• Footnote F1: PRSU grant originally made 2023-02-14, vested based on performance for the 2023–2025 period under the company’s 2006 Equity and Performance Incentive Plan.
• Footnote F2: Withholding was mandatory to cover the Reporting Person’s tax liabilities upon vesting.
• Footnote F3: Filing also references shares attributable to the Reporting Person’s participation in the company 401(k) plan per trustee statement (2/13/2026) — this is disclosure of plan holdings, not a separate transaction.
• Shares owned after the transaction are not shown in the summary you provided.

Context

• This was not an open‑market purchase or sale indicating a trade view; it was a compensation payout (PRSU vesting) with mandatory tax withholding. Such withholding (code F) is routine when equity awards vest.
• No indication this was part of a 10b5‑1 plan or a late filing; the filing was submitted the day after the report date.