Boyce Marlena K. 4

What Happened

• Marlena K. Boyce, SVP and CHRO of Sherwin-Williams (SHW), received 1,338 shares when a performance-based restricted stock unit (PRSU) award vested on Feb 17, 2026. The award shares are reported as acquired at $0.00 (company-paid award).
• To satisfy tax withholding on the vesting, 411 of those shares were mandatorily withheld (reported as a disposition) at a price of $368.59 per share, totaling $151,490. This withholding is a routine tax-withdrawal, not an open-market sale.

Key Details

• Transaction date: 2026-02-17 (reported on Form 4 filed 2026-02-18)
• Award: 1,338 shares acquired (PRSU payout) — reported acquisition price $0.00
• Withheld for taxes: 411 shares disposed at $368.59 each = $151,490
• Shares owned after transaction: not specified in the provided filing
• Footnotes: F1 — PRSU granted Feb 14, 2023, vested based on 2023–2025 performance conditions under the company’s equity plan. F2 — 411 shares were mandatorily withheld to cover tax liabilities upon vesting.
• Filing timeliness: Form filed the next day; no late filing indicated in the report.

Context

• These transactions represent a performance-based equity payout vesting, not a voluntary sale. The withholding of shares for taxes is a common administrative step when equity awards vest (often called "share withholding" or a cashless-like tax settlement) and should not be interpreted the same as an insider selling shares on the open market.