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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D. C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware ( State or Other Jurisdiction of Incorporation or Organization ) P.O. Box 777 , 2628 Pearl Road , Medina , Ohio ( Address of Principal Executive Offices ) RPM INTERNATIONAL INC . ( Exact Name of Registrant as Specified in its Charter ) Title of Each Class Common Stock , par value $ 0.01 Commission File No. 1-14187 Registrant's telephone number , including area code : ( 330 ) 273-5090 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) RPM Large accelerated filer Non - accelerated filer Emerging growth company Name of Each Exchange on Which Registered New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : None 02-0642224 ( IRS Employer Identification No. ) 44258 ( Zip Code ) Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , ” “ smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated filer Smaller reporting company DOCUMENTS INCORPORATED BY REFERENCE 0 If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . No Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ The aggregate market value of the Common Stock of the Registrant held by non - affiliates ( based upon the closing price of the Common Stock as reported on the New York Stock Exchange on November 30 , 2020 , the last business day of the Registrant's most recently completed second fiscal quarter ) was approximately $ 11,309,677,876 . For purposes of this information , the 1,601,484 outstanding shares of Common Stock which were owned beneficially as of November 30 , 2020 by executive officers and Directors of the Registrant were deemed to be the shares of Common Stock held by affiliates . As of July 22 , 2021 , 129,774,039 shares of Common Stock were outstanding . Portions of the definitive Proxy Statement to be used in connection with the Registrant's Annual Meeting of Stockholders to be held on October 7 , 2021 ( the " 2021 Proxy Statement " ) are incorporated by reference into Part III of this Annual Report on Form 10 - K . Except as otherwise stated , the information contained in this Annual Report on Form 10 - K is as of May 31 , 2021 .