RPM INTERNATIONAL INC/DE/

For the period ended Oct 8, 2026. Filed Aug 25, 2026.

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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 8, 2026 · Filed Aug 25, 2026

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. )

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Filed by a Party other than the Registrant

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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)

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LETTERTO STOCKHOLDERS

To RPM International Inc. Stockholders:

I am pleased to invite you to participate in this year’s Annual Meeting of RPM Stockholders, and I want to personally thank you for your continued confidence in and support of RPM.

Fiscal 2026 once again demonstrated the strength, resiliency and adaptability of our company. We operated in a world defined by inflationary pressures, tariff uncertainty and geopolitical instability, yet we remained focused on what we could control: serving our customers, supporting our associates and driving operational excellence. Through the dedication of our nearly 17,500 associates worldwide, RPM finished the year with record sales.

In fiscal 2026, we continued building on the success of our MAP 2025 operational improvement plan. MAP 2025 strengthened our operating foundation, deepened collaboration across our organization and embedded a culture of continuous improvement that will benefit RPM for years to come. As we look ahead, we do so with confidence in a strategy centered on organic growth, margin expansion, disciplined investment and strong free cash flow generation. We continue to apply rigor to our capital allocation framework, balancing reinvestment in the business, strategic acquisitions and RPM’s longstanding commitment to returning capital to stockholders.

Strong governance remains central to how we operate. Our Board of Directors provides active oversight and a long-term perspective. Your feedback is an important input into this process, and the insights gained through our engagement efforts inform the Board’s oversight and decision-making.

This year’s Annual Meeting will be held in a virtual format on Thursday, October 8, 2026, at 1:30 p.m. Eastern Daylight Time. At the meeting, stockholders will be asked to vote on:

•	The election of twelve directors;

•	A nonbinding, advisory proposal to approve our executive compensation; and

•	The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending May 31, 2027.

We will also review RPM’s results for fiscal 2026, which ended May 31, 2026, and provide a business update. As always, your questions and comments are welcome.

You may vote and submit questions by visiting www.virtualshareholdermeeting.com/RPM2026 and participating live in the webcast. Your secure control number can be found on your notice of internet availability or on the enclosed proxy card. Whether or not you plan to participate, I encourage you to review the accompanying proxy materials carefully and to vote your shares.

I look forward to your participation in this year’s Annual Meeting. On behalf of RPM’s management team and Board of Directors, thank you for your continued support and for your investment in RPM.

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 8, 2026, at 1:30 p.m., Eastern Daylight Time, for the following purposes:

Items to be Voted on

1	To elect twelve 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, 2027; 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 8, 2026	VIRTUAL MEETING Online at: www.virtualshareholdermeeting.com/RPM2026
TIME 1:30 p.m., Eastern Daylight Time	RECORD DATE Friday, August 14, 2026

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/RPM2026 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 14, 2026 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

2026 PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.