Meisenzahl Benjamin E. 4

What Happened Benjamin E. Meisenzahl, SVP — Finance and Chief Financial Officer of Sherwin‑Williams (SHW), had a performance-based restricted stock unit (PRSU) award vest on 2026-02-17. The vested award resulted in the issuance of 960 shares of common stock (acquired at $0). To satisfy tax withholding on the vesting, 296 of those shares were mandatorily withheld by the company at $368.59 per share, representing a disposition of approximately $109,103. This was an award/vesting event (A) with a tax-withholding disposition (F), not an open‑market sale or purchase.

Key Details

• Transaction date: 2026-02-17 (filed 2026-02-18 — timely filing).
• Award: 960 shares issued from vested PRSUs (acquisition price reported $0).
• Tax withholding: 296 shares withheld at $368.59/share, total ~ $109,103 (disposition).
• Origin of award: PRSU granted 2023-02-14 for the 2023–2025 performance period under the company’s equity incentive plan (footnote F1).
• Withholding note: Shares were mandatorily withheld by the issuer to cover tax liabilities upon vesting (footnote F2).
• 401(k) note: F3 references shares attributable to the Reporting Person’s participation in the company 401(k) per trustee statement (2/13/2026); the filing does not disclose total shares owned following these transactions.

Context

• This was a vesting/payment of performance-based RSUs, not a purchase signal; the withholding of shares to cover taxes is routine and common when equity awards vest.
• No open-market sale or exercise-for-cash was reported; therefore this filing mainly reflects compensation realization rather than discretionary insider selling.