RPM INTERNATIONAL INCDE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Check the appropriate box:

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LETTERTO STOCKHOLDERS

To RPM International Inc. Stockholders:

I would like to extend a personal invitation for you to participate in this year’s Annual Meeting of RPM Stockholders, which will be held in virtual meeting format on Thursday, October 3, 2024 at 1:30 p.m., Eastern Daylight Time.

At this year’s Annual Meeting, you will vote (i) to adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to require the annual election of Directors, (ii) on the election of three Directors, (iii) in a non-binding, advisory capacity, on a proposal to approve our executive compensation, (iv) to approve and adopt the Company’s 2024 Omnibus Equity and Incentive Plan and (v) on a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending May 31, 2025. We also look forward to giving you a report on the first quarter of our current fiscal year, which ends on August 31. As in the past, there will be a discussion of the Company’s business, during which time your questions and comments will be welcomed.

This year’s Annual Meeting will be held in virtual format through a live webcast. You will not be able to attend the Annual Meeting physically in person. You will be able to vote and submit questions by visiting www.virtualshareholdermeeting.com/RPM2024 and participating live in the webcast. A secure control number that will allow you to participate in the meeting electronically can be found on your notice of internet availability or the enclosed proxy card.

All stockholders are cordially invited to participate in the Annual Meeting. Whether or not you plan to participate in the Annual Meeting virtually, voting in advance via the internet or the return of the enclosed Proxy as soon as possible would be greatly appreciated and will ensure that your shares will be represented at the Annual Meeting. If you do participate in the Annual Meeting virtually, you may, of course, withdraw your Proxy should you wish to vote during the Annual Meeting.

On behalf of the Directors and management of RPM, I would like to thank you for your continued support and confidence.

Sincerely yours,

Frank C. Sullivan

Chair and Chief Executive Officer

NOTICE OF ANNUAL

MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders of RPM International Inc. will be held on Thursday, October 3, 2024, at 1:30 p.m., Eastern Daylight Time, for the following purposes:

Items to be Voted on

Meeting Details

This year’s Annual Meeting will be held in virtual format through a live webcast. Stockholders will not be able to attend the Annual Meeting physically in person. Stockholders will be able to vote and submit questions by visitingwww.virtualshareholdermeeting.com/RPM2024 and participating live in the webcast. A secure control number that will allow you to participate in the meeting electronically can be found on your notice of internet availability or the enclosed proxy card.

Holders of shares of Common Stock of record at the close of business on August 9, 2024 are entitled to receive notice of and to vote at the Annual Meeting.

By Order of the Board of Directors.

Edward W. Moore, Secretary

2024 PROXY STATEMENT