RPM (RPM) updates $300M receivables facility as Kinser moves to new role

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RPM International Inc. amended its existing $300.0 million accounts receivable securitization facility by entering into Amendment No. 11 to its Amended and Restated Receivables Purchase Agreement and Amendment No. 14 to its Second Amended and Restated Receivables Sale Agreement with PNC and other parties.

The detailed terms of these amendments will be provided as exhibits to RPM’s Annual Report on Form 10-K for the year ending May 31, 2026. The filing also notes that on May 29, 2026, long-time executive Timothy R. Kinser resigned as Vice President – Operations in connection with his planned retirement and, effective the same date, became Project Management Officer of RPM Enterprises, Inc., a company subsidiary.

8-K Event Classification

2 items: 1.01, 5.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

A/R securitization facility size: $300.0 million

1 metrics

A/R securitization facility size $300.0 million Existing accounts receivable securitization facility amended on May 27, 2026

Key Terms

accounts receivable securitization facility, special purpose entity, Receivables Purchase Agreement, Receivables Sale Agreement, +1 more

5 terms

accounts receivable securitization facility financial

"amended its existing $300.0 million accounts receivable securitization facility (the “A/R Facility”)"

A accounts receivable securitization facility is a financing arrangement where a company converts its unpaid customer invoices into immediate cash by selling them or using them as collateral for a line of credit. Think of it like using a stack of IOUs as a short-term loan to smooth cash flow; it matters to investors because it changes a company’s liquidity, borrowing profile and risk exposure without necessarily showing up as traditional debt, affecting valuation and credit health.

special purpose entity financial

"RPM Funding Corporation, a special purpose entity (the “SPE”) whose voting interests are wholly owned by the Company"

A special purpose entity is a separate legal company created to hold specific assets, contracts or projects and keep their financial effects distinct from the main business—think of it as a sealed container or dedicated folder used for one task. Investors care because these entities can hide or isolate risks, liabilities, or cash flows from a parent company’s balance sheet, so understanding them helps assess true exposure, transparency and the real value of an investment.

Receivables Purchase Agreement financial

"Amendment No. 11 to Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2026"

A receivables purchase agreement is a contract where a company sells its outstanding invoices or amounts owed by customers to a buyer in exchange for immediate cash, usually at a discount. Investors care because it improves a company’s short‑term cash flow and can change reported assets, liabilities and risk exposure—like selling IOUs to get money now instead of waiting, which affects liquidity and the firm’s financial picture.

Receivables Sale Agreement financial

"Amendment No. 14 to Second Amended and Restated Receivables Sale Agreement, dated as of May 27, 2026"

structuring agent financial

"PNC Capital Markets LLC, as structuring agent"

A structuring agent is the firm or professional who designs and assembles complex financial products—such as securitizations or structured notes—by choosing the pieces, setting terms and coordinating legal, accounting and underwriting work. Think of them as the architect and project manager for a financial package; their choices determine how cash flows, risk and fees are split, which directly affects the product’s credit profile, pricing and transparency for investors.

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Understanding 8-K Material Events →

06/02/2026 - 04:25 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 27, 2026

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)


Delaware	1-14187	02-0642224
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


2628 Pearl Road, Medina, Ohio		44256
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (330) 273-5090

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01

RPM

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 1.01

Entry into a Material Definitive Agreement

Amendment of Accounts Receivable Securitization Facility

On May 27, 2026, RPM International Inc. (the “Company”) amended its existing $300.0 million accounts receivable securitization facility (the “A/R Facility”) by entering into (i) Amendment No. 11 to Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2026 (the “RPA Amendment”), among the Company, RPM Funding Corporation, a special purpose entity (the “SPE”) whose voting interests are wholly owned by the Company, certain purchasers from time to time party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent, and (ii) Amendment No. 14 to Second Amended and Restated Receivables Sale Agreement, dated as of May 27, 2026 (the “RSA Amendment”, and together with the RPA Amendment, the “Amendments”), among certain subsidiaries of the Company (the “Originators”) and the SPE.

Among other things, the Amendments:

•

remove the credit spread adjustment for SOFR-based credit extensions;

•

eliminate the interest coverage ratio financial covenant;

•

clarify that the Applicable Margin (as defined in the RPA Amendment) applies to both SOFR-based and alternate-base-rate credit extensions, in accordance with the parties’ past practice;

•

add a leverage ratio financial covenant that the Company must comply with if the Company does not maintain an investment grade public debt rating with at least two specified rating agencies, which to the extent applicable requires that the Company not permit its leverage ratio (defined as the ratio of consolidated total indebtedness (less unencumbered cash and cash equivalents) to consolidated EBITDA for the four most recent fiscal quarters) as at the end of any fiscal quarter to exceed 3.75 to 1.0 (subject to adjustment as set forth in the RPA Amendment) (this financial test, to the extent applicable, is substantively identical to a similar covenant already contained in the Company’s revolving credit facility); and

•

conform the A/R Facility in certain other respects to the Company’s revolving credit facility, including increasing the judgment-based amortization event threshold from $150 million to $250 million and the material-indebtedness-based amortization event threshold from $150 million to $250 million for the Company and its subsidiaries (other than the Originators) and from $20 million to $50 million for any Originator.

The description contained herein of the Amendments is qualified in its entirety by reference to the full text of the Amendments, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending May 31, 2026, and are incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2026, in connection with his planned retirement, Timothy R. Kinser resigned from his position as Vice President – Operations of the Company. Effective that same date, Mr. Kinser became Project Management Officer of RPM Enterprises, Inc., a subsidiary of the Company.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						RPM International Inc.
						(Registrant)
Date June 2, 2026

						/s/ Tracy D. Crandall
						Tracy D. Crandall Vice President, General Counsel, Chief Compliance Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What change did RPM (RPM) make to its accounts receivable facility?

RPM amended its existing $300.0 million accounts receivable securitization facility. It did so through new amendments to its Receivables Purchase Agreement and Receivables Sale Agreement with PNC and other parties, updating key documents that support this financing structure.

Which agreements did RPM (RPM) amend in the May 2026 8-K?

RPM executed Amendment No. 11 to its Amended and Restated Receivables Purchase Agreement and Amendment No. 14 to its Second Amended and Restated Receivables Sale Agreement. These amendments involve RPM, its special purpose entity subsidiary, certain purchasers, and PNC entities in administrative and structuring roles.

What is the size of RPM’s amended accounts receivable securitization facility?

RPM’s accounts receivable securitization facility remains described as a $300.0 million facility. This figure reflects the overall capacity referenced in connection with the amended structure involving the Receivables Purchase and Receivables Sale Agreements with PNC and other counterparties.

Where will investors find full details of RPM’s securitization amendments?

Full texts of the securitization amendments will be filed as exhibits to RPM’s Form 10-K for the year ending May 31, 2026. Those exhibits will provide the complete contractual details beyond the high-level description summarized in this current report.

What executive leadership change did RPM (RPM) disclose in this 8-K?

RPM disclosed that on May 29, 2026, Timothy R. Kinser resigned as Vice President – Operations in connection with his planned retirement. Effective the same date, he assumed the role of Project Management Officer at RPM Enterprises, Inc., a subsidiary of RPM International.

Did Timothy R. Kinser completely leave RPM International Inc.?

Timothy R. Kinser did not completely depart the organization. He resigned as Vice President – Operations in connection with his planned retirement, but simultaneously became Project Management Officer of RPM Enterprises, Inc., which remains a subsidiary within the broader RPM corporate structure.

Filing Exhibits & Attachments

3 documents