RPM INTERNATIONAL INC/DE/

For the period ended Oct 2, 2025. Filed Aug 21, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 2, 2025 · Filed Aug 21, 2025

RPM$103.31-2.0%Stored close · as of Nov 6, 2026

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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. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

RPM INTERNATIONAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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 2, 2025 at 1:30 p.m., Eastern Daylight Time.

At this year’s Annual Meeting, you will vote (i) on the election of nine Directors, (ii) in anon-binding, advisory capacity, on a proposal to approve our executive compensation and (iii) 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, 2026. 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 performance for fiscal 2025, which ended May 31, 2025, during which time your questions and comments will be welcomed.

May 31, 2025, also marked the formal conclusion to our multi-year restructuring program, MAP 2025. In each year of MAP 2025, the Company achieved record results, despite a challenging macroeconomic environment and merger and acquisition activity below historical levels. The achievements of our MAP initiatives are a testament to the dedication and collaboration of our 17,800 associates and position us for future growth and success.

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/RPM2025 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

RPM INTERNATIONAL INC. 2628 PEARL ROAD MEDINA, OHIO 44256 330-273-5090

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 2, 2025, at 1:30 p.m., Eastern Daylight Time, for the following purposes:

Items to be Voted on

1	To elect nine Directors to serve on the Board;
2	To hold a non-binding, advisory vote to approve the Company’s executive compensation;
3	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending May 31, 2026; and
4	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Meeting Details

DATE Thursday, October 2, 2025	VIRTUAL MEETING Online at www.virtualshareholder meeting.com/RPM2025
TIME 1:30 p.m., Eastern Daylight Time	RECORD DATE Friday, August 8, 2025

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/RPM2025 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 8, 2025 are entitled to receive notice of and to vote at the Annual Meeting.

By Order of the Board of Directors.

Tracy D. Crandall, Secretary

Your Vote is Important

RPM INTERNATIONAL INC. 2628 PEARL ROAD MEDINA, OHIO 44256 330-273-5090

2025 PROXY STATEMENT

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