RPM International (NYSE: RPM) lifts $700M buyback after record 2026
Rhea-AI Filing Summary
RPM International Inc. reported record fiscal 2026 results for the year ended May 31, 2026. Full-year net sales were $7,863,422 thousand, up 6.7%, with adjusted EBIT of $1,019,424 thousand and adjusted diluted EPS of $5.53, both records. GAAP diluted EPS was $5.17. Fourth-quarter net sales were $2,231,835 thousand, up 7.2%, and adjusted EBIT reached $338,600 thousand.
All three segments delivered record quarterly sales, led by construction and performance coatings for high-performance buildings and infrastructure, while consumer growth was driven by acquisitions amid softer DIY demand. Operating cash flow was $898,708 thousand. The board authorized a $700.0 million increase to the common stock repurchase program, in addition to the remaining prior authorization, with purchases made at management’s discretion and no expiration date.
RPM named David C. Dennsteadt President and Chief Operating Officer effective July 17, 2026; he previously served as Executive Vice President. Frank C. Sullivan continues as Chair and Chief Executive Officer. Starting in fiscal 2027, RPM’s primary profit metric will shift from adjusted EBIT to adjusted EBITDA, with reconciliations provided.
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Filing Explained
The July 17 leadership change places RPM’s operating-group presidents under its new president and chief operating officer.
RPM reports that David C. Dennsteadt became President and Chief Operating Officer effective
The company says its group presidents now report directly to Mr. Dennsteadt, changing the operating-management reporting structure while Frank C. Sullivan remains Chair and Chief Executive Officer.
RPM has scheduled an investor day for
8-K Event Classification
Key Figures
Key Terms
Adjusted EBIT financial
Adjusted EBITDA financial
MAP initiatives financial
Inventory step-up costs financial
Goodwill impairment financial
Offering Details
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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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:
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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 2.02 | Results of Operations and Financial Condition. |
On July 22, 2026, the Company issued a press release announcing its year-end results for fiscal 2026, which provided detail not included in previously issued reports. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. Financial information supplemental to the press release is furnished with this Current Report on Form 8-K as Exhibit 99.2.
| Item 5.02 |
On July 17, 2026, the Company issued a press release announcing that David C. Dennsteadt has been named President and Chief Operating Officer of the Company, effective as of July 17, 2026.
Prior to his appointment as President and Chief Operating Officer, Mr. Dennsteadt had served as the Company’s Executive Vice President. In his new role, Mr. Dennsteadt will additionally provide oversight and leadership to the Company’s operating groups, with the Company’s group presidents now reporting directly to him, in addition to leading strategy and corporate development.
There are no arrangements or understandings between Mr. Dennsteadt and other persons pursuant to which he was selected to serve as President and Chief Operating Officer of the Company, nor are there any family relationships between Mr. Dennsteadt and any of the Company’s directors or executive officers. Mr. Dennsteadt has no material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Frank C. Sullivan, who had been serving as the Company’s Chair, President and Chief Executive Officer, will continue to serve as Chair and Chief Executive Officer.
Further information about Mr. Dennsteadt is available in the Company’s Current Report on Form 8-K, filed on October 8, 2025. A copy of the Press Release announcing Mr. Dennsteadt’s appointment as President and Chief Operating Officer is attached hereto as Exhibit 99.3 and incorporated by reference into this Item 5.02.
| Item 8.01 | Other Events. |
On July 22, 2026, the Company announced a $700.0 million increase to the Company’s existing common stock repurchase program (the “Repurchase Program”). Prior to this increase, the maximum dollar amount that may have been repurchased under the Repurchase Program was approximately $140.0 million at February 28, 2026, as previously disclosed.
Under its Repurchase Program, the Company may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that our management deems appropriate, subject to insider trading rules and other securities law restrictions. The timing of the Company’s purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. The Company may limit or terminate its share repurchase program at any time.
| Item 9.01 | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release of the Company, dated July 22, 2026, announcing the Company’s year-end results. | |
| 99.2 | Supplemental Financial Information. | |
| 99.3 | Press Release of the Company, dated July 17, 2026, announcing that David C. Dennsteadt has been named the Company’s President and Chief Operating Officer. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 July 22, 2026 | ||||||
| /s/ Tracy D. Crandall | ||||||
| Tracy D. Crandall | ||||||
| Vice President, General Counsel and Chief Compliance Officer | ||||||
Exhibit 99.1
RPM Reports Record Fiscal 2026 Fourth-Quarter and Full-Year Results
| • | Record fourth-quarter sales of $2.23 billion increased 7.2% compared to the prior year |
| • | Fourth-quarter net income of $221.2 million, diluted EPS of $1.73, and record EBIT of $308.0 million |
| • | Record fourth-quarter adjusted diluted EPS of $1.89 increased 9.9% compared to the prior year, and record adjusted EBIT of $338.6 million increased 7.7% compared to the prior year |
| • | Record fiscal 2026 sales of $7.86 billion increased 6.7% compared to the prior-year record |
| • | Fiscal 2026 net income of $661.4 million, diluted EPS of $5.17 and record EBIT of $935.0 million |
| • | Record fiscal 2026 adjusted diluted EPS of $5.53 increased 4.3% over the prior year; record adjusted EBIT of $1.02 billion increased 4.4% over the prior year |
| • | Fiscal 2027 first-quarter outlook calls for sales and adjusted EBITDA growth in the mid-single-digit range |
| • | Fiscal 2027 full-year outlook calls for sales to increase 3% to 7% and adjusted EBITDA to increase 5% to 10% |
| • | Board of Directors authorizes $700 million increase to share repurchase program |
| • | Investor day to take place November 9, 2026, to update strategic priorities and outline next operating improvement plan |
MEDINA, OH – July 22, 2026 – RPM International Inc. (NYSE: RPM), a world leader in specialty coatings, sealants and building materials, today reported financial results for its fiscal 2026 fourth quarter and full year ended May 31, 2026.
Frank C. Sullivan, RPM chairman and CEO, commented, “Once again, our associates achieved record results for the quarter and full year during a volatile economic period. In the fourth quarter, we generated strong sales, including volume growth, by focusing on our restoration and maintenance solutions, nimbly targeting growing end markets, and winning a higher share of construction project spending through system sales and increased collaboration. Additionally, our talented emerging markets teams drove double-digit sales growth. This growth allowed us to leverage our operational improvements to expand margins in an inflationary environment. The fourth quarter represents the 16th time we have generated record adjusted EBIT out of the past 18 quarters, due in large part to the structural improvements our MAP operating improvement program has created within our organization.”
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 2
Fourth-Quarter 2026 Consolidated Results
Consolidated
| Three Months Ended | ||||||||||||||||
| $ in 000s except per share data | May 31, | May 31, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Net Sales |
$ | 2,231,835 | $ | 2,081,975 | $ | 149,860 | 7.2 | % | ||||||||
| Net Income Attributable to RPM Stockholders |
221,216 | 225,758 | (4,542 | ) | (2.0 | %) | ||||||||||
| Diluted Earnings Per Share (EPS) |
1.73 | 1.76 | (0.03 | ) | (1.7 | %) | ||||||||||
| Income Before Income Taxes (IBT) |
291,991 | 248,376 | 43,615 | 17.6 | % | |||||||||||
| Earnings Before Interest and Taxes (EBIT) |
307,977 | 271,034 | 36,943 | 13.6 | % | |||||||||||
| Adjusted EBIT(1) |
338,600 | 314,377 | 24,223 | 7.7 | % | |||||||||||
| Adjusted Diluted EPS(1) |
1.89 | 1.72 | 0.17 | 9.9 | % | |||||||||||
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See tables below titled Supplemental Segment Information and Reconciliation of Reported to Adjusted Amounts for details. |
Record fourth-quarter sales were driven by increased sales of engineered solutions for high-performance buildings and infrastructure projects, acquisitions and pricing to offset inflation. Favorable foreign currency translation also contributed to sales growth.
Geographically, emerging markets generated double-digit growth fueled by strong demand for engineered solutions for high-performance buildings and infrastructure projects. Solid North American growth was driven by turnkey and system solutions for high-performance buildings. Growth in Europe was primarily driven by acquisitions.
Sales included 2.5% organic growth, 3.5% growth from acquisitions net of divestitures, and a 1.2% benefit from foreign currency translation.
Adjusted EBIT increased to a record and was driven by higher sales, higher volumes resulting in improved fixed-cost leverage, and benefits from MAP operational improvement initiatives. These gains more than offset increased healthcare and insurance expenses and inflation. These record results were in addition to strong growth in the prior year when adjusted EBIT increased 10.1%.
Record adjusted diluted EPS was primarily driven by improved adjusted EBIT.
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 3
Fourth-Quarter 2026 Segment Sales and Earnings
Construction Products Group
| Three Months Ended | ||||||||||||||||
| $ in 000s | May 31, | May 31, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Net Sales |
$ | 904,235 | $ | 831,134 | $ | 73,101 | 8.8 | % | ||||||||
| Income Before Income Taxes |
167,503 | 148,103 | 19,400 | 13.1 | % | |||||||||||
| EBIT |
167,719 | 148,689 | 19,030 | 12.8 | % | |||||||||||
| Adjusted EBIT(1) |
175,058 | 152,753 | 22,305 | 14.6 | % | |||||||||||
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled Supplemental Segment Information for details. |
Record CPG sales were driven by broad-based strength across its businesses, led by the concrete admixtures business. Demand was strong for roofing restoration systems and services, as well as labor-saving wall systems used in high-performance buildings. Pricing to offset inflation and favorable foreign currency translation also contributed to record sales.
Sales included 5.7% organic growth, 1.6% growth from acquisitions net of divestitures, and a 1.5% benefit from foreign currency translation.
Record adjusted EBIT was driven by higher volumes resulting in improved fixed-cost leverage, favorable mix and SG&A-focused optimization actions.
Performance Coatings Group
| Three Months Ended | ||||||||||||||||
| $ in 000s | May 31, | May 31, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Net Sales |
$ | 562,801 | $ | 536,205 | $ | 26,596 | 5.0 | % | ||||||||
| Income Before Income Taxes |
83,641 | 66,738 | 16,903 | 25.3 | % | |||||||||||
| EBIT |
82,988 | 66,074 | 16,914 | 25.6 | % | |||||||||||
| Adjusted EBIT(1) |
84,889 | 76,752 | 8,137 | 10.6 | % | |||||||||||
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled Supplemental Segment Information for details. |
Record PCG sales were driven by broad-based growth, with particular strength in fireproofing systems for high-performance buildings, and infrastructure projects, as well as food coatings and ingredients. Strong demand in emerging markets and pricing to offset inflation also contributed to sales growth.
Sales included 2.2% organic growth, a 1.5% increase from acquisitions, and a 1.3% benefit from foreign currency translation.
Record adjusted EBIT was driven by improved sales, higher volumes resulting in improved fixed-cost leverage, and SG&A-focused optimization actions, partially offset by a $3.2 million bad debt expense from a customer bankruptcy.
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 4
Consumer Group
| Three Months Ended | ||||||||||||||||
| $ in 000s | May 31, | May 31, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Net Sales |
$ | 764,799 | $ | 714,636 | $ | 50,163 | 7.0 | % | ||||||||
| Income Before Income Taxes |
107,265 | 96,003 | 11,262 | 11.7 | % | |||||||||||
| EBIT |
107,392 | 96,344 | 11,048 | 11.5 | % | |||||||||||
| Adjusted EBIT(1) |
123,345 | 120,226 | 3,119 | 2.6 | % | |||||||||||
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled Supplemental Segment Information for details. |
The Consumer Group’s record sales were driven by acquisitions and pricing to recover inflation. Growth was partially offset by softness in DIY markets.
Sales included a 0.8% organic decline, 7.2% growth from acquisitions, and a 0.6% benefit from foreign currency translation.
Record adjusted EBIT was driven by sales growth and MAP operational improvements, including SG&A-focused optimization actions, which more than offset reduced fixed-cost absorption from lower volumes and inflation. The integration of acquired businesses also contributed to adjusted EBIT growth. Adjusted EBIT excludes a $9.7 million non-cash impairment charge related to the Color Group.
Fiscal Year 2026 Consolidated Results
Consolidated
| Year Ended | ||||||||||||||||
| $ in 000s except per share data | May 31, | May 31, | ||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Net Sales |
$ | 7,863,422 | $ | 7,372,644 | $ | 490,778 | 6.7 | % | ||||||||
| Net Income Attributable to RPM Stockholders |
661,392 | 688,688 | (27,296 | ) | (4.0 | %) | ||||||||||
| Diluted Earnings Per Share (EPS) |
5.17 | 5.35 | (0.18 | ) | (3.4 | %) | ||||||||||
| Income Before Income Taxes (IBT) |
870,340 | 792,760 | 77,580 | 9.8 | % | |||||||||||
| Earnings Before Interest and Taxes (EBIT) |
934,995 | 865,204 | 69,791 | 8.1 | % | |||||||||||
| Adjusted EBIT(1) |
1,019,424 | 976,031 | 43,393 | 4.4 | % | |||||||||||
| Adjusted Diluted EPS(1) |
5.53 | 5.30 | 0.23 | 4.3 | % | |||||||||||
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See tables below titled Supplemental Segment Information and Reconciliation of Reported to Adjusted Amounts for details. |
Fiscal year 2026 sales were a record driven by strong demand for engineered solutions for high-performance buildings and infrastructure projects and contributions from acquired businesses, partially offset by softness in DIY markets.
Record adjusted EBIT was driven by higher sales and improved fixed-cost leverage at businesses with volume growth, which was aided by MAP operational improvement benefits. These gains were partially offset by transitory costs associated with plant consolidations. Inflation in healthcare and benefit expenses was partially offset by SG&A-focused optimization actions implemented in the middle of the fiscal year.
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 5
Adjusted EPS was a record, driven by improved adjusted EBIT, partially offset by higher interest expense resulting from debt being used to finance acquisitions.
Cash Flow and Financial Position
During fiscal 2026:
| • | Cash provided by operating activities was $898.7 million, the second-highest amount in the company’s history, compared to $768.2 million in the prior-year period. |
| • | Capital expenditures were $223.5 million compared to $229.9 million in the prior-year period. |
| • | Cash used to acquire businesses was $202.4 million. |
| • | The company returned $349.2 million to stockholders through cash dividends and share repurchases, an increase of 7.3% compared to the prior year. |
As of May 31, 2026:
| • | Total debt was $2.53 billion compared to $2.65 billion a year ago, with the decrease driven by a portion of strong operating cash flow being used to reduce debt. |
| • | Total liquidity, including cash and committed revolving credit facilities, was $1.09 billion, compared to $969.1 million a year ago. |
Increase to Share Repurchase Authorization
The Board of Directors authorized a $700.0 million increase to the existing common stock share repurchase program, which is in addition to the $114.8 million available under the previously authorized amount. Repurchases under the authorization may be made from time to time in the open market, through privately negotiated transactions, or through other means permitted by applicable securities laws and regulations. The authorization does not obligate RPM to acquire any specific number of shares and may be modified, suspended or discontinued at any time. The authorization has no expiration date.
Investor Day Scheduled for November 9, 2026
The company will host an investor day on November 9, 2026, to discuss its strategic priorities, outline its next operational improvement plan, and provide updates on key business initiatives. The event will be webcast and additional details will be provided closer to the investor day.
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 6
Business Outlook
Sullivan said, “We expect the positive momentum generated in the second half of fiscal 2026 to continue in fiscal 2027, even as we face higher inflationary pressure resulting from events in the Middle East. Strength in engineered solutions for high-performance buildings and infrastructure projects is anticipated to continue, and our Consumer segment is showing signs of stabilization after a prolonged downturn.”
He concluded, “Our operational improvement initiatives continue to help us better convert sales growth into improved profitability and cash flow. We look forward to communicating our progress and outlook for our next operational improvement plan during our investor day. I want to thank RPM associates around the globe for their continued dedication and performance during these volatile economic times.”
Starting in fiscal 2027, the company’s primary measure of profit and loss has transitioned to adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA), from adjusted EBIT. This change was made to facilitate comparisons to peer companies and to better reflect underlying profitability during periods of acquisition activity. Results for fiscal year 2026 reflecting the use of adjusted EBITDA have been provided in a Form 8-K filed with the SEC.
The company’s outlook for the fiscal 2027 first quarter is for:
| • | Consolidated sales to increase in the mid-single-digit range compared to prior-year record results. |
| • | CPG sales to increase in the mid-single-digit range compared to prior-year record results. |
| • | PCG sales to increase in the mid-single-digit range compared to prior-year record results. |
| • | Consumer Group sales to increase in the mid-single-digit range compared to prior-year record results. |
| • | Consolidated adjusted EBITDA to increase in the mid-single-digit range compared to prior-year record results. |
The company’s outlook for fiscal 2027 is for:
| • | Consolidated sales to increase 3% to 7% compared to prior-year record results. |
| • | Consolidated adjusted EBITDA to increase 5% to 10% compared to prior-year record results. |
Earnings Webcast and Conference Call Information
Management will host a conference call to discuss these results beginning at 10:00 a.m. ET today. The call can be accessed via webcast at www.RPMinc.com/Investors/Presentations-Webcasts or by dialing 1-844-481-2915 or 1-412-317-0708 for international callers and asking to join the RPM International call. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. The call, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions. The media and all other participants will be in a listen-only mode.
For those unable to listen to the live call, a replay will be available from July 22, 2026, until July 29, 2026. The replay can be accessed by dialing 1-855-669-9658 or 1-412-317-0088 for international callers. The access code is 8887341. The call also will be available for replay and as a written transcript via the RPM website at www.RPMinc.com.
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 7
About RPM
RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across three reportable segments: consumer, construction products and performance coatings. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, The Pink Stuff, Stonhard, Carboline, Finish Works, Tremco, Euclid Chemical, Dryvit and Nudura. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company employs approximately 17,800 individuals worldwide. Visit www.RPMinc.com to learn more.
For more information, contact Matt Schlarb, Vice President – Investor Relations & Sustainability, at 330-220-6064 or mschlarb@rpminc.com.
# # #
Use of Non-GAAP Financial Information
To supplement the financial information presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) in this earnings release, we use EBIT, adjusted EBIT and adjusted earnings per share, which are all non-GAAP financial measures. EBIT is defined as earnings (loss) before interest and taxes, with adjusted EBIT and adjusted earnings per share provided for the purpose of adjusting for one-off items impacting revenues and/or expenses that are not considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest income (expense), net is essentially related to corporate functions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest and investment income or expense in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the capital markets’ analysis of our segments’ core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See the financial statement section of this earnings release for a reconciliation of EBIT and adjusted EBIT to income before income taxes, and adjusted earnings per share to earnings per share. Starting in fiscal 2027, the company’s primary measure of profit and loss has transitioned to adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA), from adjusted EBIT. We have not provided a reconciliation of our first-quarter and full-year fiscal 2027 adjusted EBITDA guidance because material terms that impact such measure are not in our control and/or cannot be reasonably predicted, and therefore a reconciliation of such measure is not available without unreasonable effort.
Forward-Looking Statements
This press release includes forward-looking statements relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global and regional markets and general economic conditions,
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 8
including uncertainties surrounding the volatility in financial markets, the availability of capital and the viability of banks and other financial institutions; (b) the prices, supply and availability of raw materials, including assorted pigments, resins, solvents, and other natural gas- and oil-based materials; packaging, including plastic and metal containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) changes in global trade policies, including the adoption or expansion of tariffs and trade barriers; (h) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (i) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (j) the timing of and the realization of anticipated cost savings from restructuring initiatives, the ability to identify additional cost savings opportunities, and the risks of failing to meet any other objectives of our improvement plans; (k) risks related to the adequacy of our contingent liability reserves; (l) risks relating to a public health crisis similar to the Covid pandemic; (m) risks related to acts of war similar to the recent conflict with Iran and the Russian invasion of Ukraine; (n) risks related to the transition or physical impacts of climate change and other natural disasters or meeting sustainability-related voluntary goals or regulatory requirements; (o) risks related to our or our third parties’ use of technology including artificial intelligence, data breaches and data privacy violations; (p) the shift to remote work and online purchasing and the impact that has on residential and commercial real estate construction; and (q) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Form 10-K for the year ended May 31, 2025, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this press release.
CONSOLIDATED STATEMENTS OF INCOME
IN THOUSANDS, EXCEPT PER SHARE DATA
(Unaudited)
| Three Months Ended | Year Ended | |||||||||||||||
| May 31, 2026 |
May 31, 2025 |
May 31, 2026 |
May 31, 2025 |
|||||||||||||
| Net Sales |
$ | 2,231,835 | $ | 2,081,975 | $ | 7,863,422 | $ | 7,372,644 | ||||||||
| Cost of Sales |
1,281,809 | 1,200,204 | 4,605,197 | 4,322,166 | ||||||||||||
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| Gross Profit |
950,026 | 881,771 | 3,258,225 | 3,050,478 | ||||||||||||
| Selling, General & Administrative Expenses |
635,259 | 592,845 | 2,292,130 | 2,150,537 | ||||||||||||
| Restructuring Expense |
9,412 | 6,764 | 42,612 | 24,979 | ||||||||||||
| Goodwill Impairment |
— | 11,352 | — | 11,352 | ||||||||||||
| Interest Expense |
27,266 | 25,939 | 111,544 | 96,543 | ||||||||||||
| Investment (Income), Net |
(11,280 | ) | (3,281 | ) | (46,889 | ) | (24,099 | ) | ||||||||
| Other (Income), Net |
(2,622 | ) | (224 | ) | (11,512 | ) | (1,594 | ) | ||||||||
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| Income Before Income Taxes |
291,991 | 248,376 | 870,340 | 792,760 | ||||||||||||
| Provision for Income Taxes |
70,436 | 22,367 | 207,857 | 102,433 | ||||||||||||
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| Net Income |
221,555 | 226,009 | 662,483 | 690,327 | ||||||||||||
| Less: Net Income Attributable to Noncontrolling Interests |
339 | 251 | 1,091 | 1,639 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net Income Attributable to RPM International Inc. Stockholders |
$ | 221,216 | $ | 225,758 | $ | 661,392 | $ | 688,688 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Earnings per share of common stock attributable to RPM International Inc. Stockholders: |
||||||||||||||||
| Basic |
$ | 1.74 | $ | 1.77 | $ | 5.19 | $ | 5.38 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
$ | 1.73 | $ | 1.76 | $ | 5.17 | $ | 5.35 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Average shares of common stock outstanding - basic |
126,734 | 127,396 | 127,049 | 127,570 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Average shares of common stock outstanding - diluted |
127,099 | 127,877 | 127,554 | 128,204 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 9
SUPPLEMENTAL SEGMENT INFORMATION
IN THOUSANDS
(Unaudited)
| Three Months Ended | Year Ended | |||||||||||||||
| May 31, 2026 |
May 31, 2025 |
May 31, 2026 |
May 31, 2025 |
|||||||||||||
| Net Sales: |
||||||||||||||||
| CPG Segment |
$ | 904,235 | $ | 831,134 | $ | 3,069,785 | $ | 2,874,452 | ||||||||
| PCG Segment |
562,801 | 536,205 | 2,131,914 | 1,995,816 | ||||||||||||
| Consumer Segment |
764,799 | 714,636 | 2,661,723 | 2,502,376 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
$ | 2,231,835 | $ | 2,081,975 | $ | 7,863,422 | $ | 7,372,644 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income Before Income Taxes: |
||||||||||||||||
| CPG Segment |
||||||||||||||||
| Income Before Income Taxes (a) |
$ | 167,503 | $ | 148,103 | $ | 448,328 | $ | 425,111 | ||||||||
| Interest (Expense), Net (b) |
(216 | ) | (586 | ) | (2,475 | ) | (2,496 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBIT (c) |
167,719 | 148,689 | 450,803 | 427,607 | ||||||||||||
| MAP initiatives (d) |
7,237 | 3,870 | 22,617 | 10,327 | ||||||||||||
| Inventory step-up costs (e) |
102 | 194 | 102 | 453 | ||||||||||||
| (Gain) on sale of assets and businesses, net (f) |
— | — | (400 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBIT |
$ | 175,058 | $ | 152,753 | $ | 473,122 | $ | 438,387 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| PCG Segment |
||||||||||||||||
| Income Before Income Taxes (a) |
$ | 83,641 | $ | 66,738 | $ | 309,044 | $ | 277,975 | ||||||||
| Interest Income, Net (b) |
653 | 664 | 3,175 | 2,734 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBIT (c) |
82,988 | 66,074 | 305,869 | 275,241 | ||||||||||||
| MAP initiatives (d) |
2,562 | 4,386 | 16,149 | 11,766 | ||||||||||||
| Inventory step-up costs (e) |
49 | 515 | 191 | 1,012 | ||||||||||||
| (Gain) on sale of assets and businesses, net (f) |
— | — | — | (237 | ) | |||||||||||
| (Gain) on acquisition earn-out fair value adjustment (g) |
(1,710 | ) | — | (1,710 | ) | — | ||||||||||
| Legal contingency adjustment on a divested business (h) |
— | 5,777 | — | 6,059 | ||||||||||||
| Environmental expense for a closed facility (j) |
1,000 | — | 1,000 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBIT |
$ | 84,889 | $ | 76,752 | $ | 321,499 | $ | 293,841 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Consumer Segment |
||||||||||||||||
| Income Before Income Taxes (a) |
$ | 107,265 | $ | 96,003 | $ | 362,445 | $ | 332,827 | ||||||||
| Interest (Expense), Net (b) |
(127 | ) | (341 | ) | (363 | ) | (1,421 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBIT (c) |
107,392 | 96,344 | 362,808 | 334,248 | ||||||||||||
| MAP initiatives (d) |
6,232 | 8,241 | 23,984 | 33,638 | ||||||||||||
| Inventory step-up costs (e) |
— | 2,561 | 7,903 | 2,561 | ||||||||||||
| (Gain) on acquisition earn-out fair value adjustment (g) |
— | — | (12,707 | ) | — | |||||||||||
| Goodwill and intangible asset impairments (i) |
— | 13,080 | — | 13,080 | ||||||||||||
| Property, plant and equipment impairment (k) |
9,721 | — | 9,721 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBIT |
$ | 123,345 | $ | 120,226 | $ | 391,709 | $ | 383,527 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Corporate/Other |
||||||||||||||||
| (Loss) Before Income Taxes (a) |
$ | (66,418 | ) | $ | (62,468 | ) | $ | (249,477 | ) | $ | (243,153 | ) | ||||
| Interest (Expense), Net (b) |
(16,296 | ) | (22,395 | ) | (64,992 | ) | (71,261 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBIT (c) |
(50,122 | ) | (40,073 | ) | (184,485 | ) | (171,892 | ) | ||||||||
| MAP initiatives (d) |
5,430 | 4,719 | 17,579 | 32,168 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBIT |
$ | (44,692 | ) | $ | (35,354 | ) | $ | (166,906 | ) | $ | (139,724 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| TOTAL CONSOLIDATED |
||||||||||||||||
| Income Before Income Taxes (a) |
$ | 291,991 | $ | 248,376 | $ | 870,340 | $ | 792,760 | ||||||||
| Interest (Expense) |
(27,266 | ) | (25,939 | ) | (111,544 | ) | (96,543 | ) | ||||||||
| Investment Income, Net |
11,280 | 3,281 | 46,889 | 24,099 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBIT (c) |
307,977 | 271,034 | 934,995 | 865,204 | ||||||||||||
| MAP initiatives (d) |
21,461 | 21,216 | 80,329 | 87,899 | ||||||||||||
| Inventory step-up costs (e) |
151 | 3,270 | 8,196 | 4,026 | ||||||||||||
| (Gain) on sale of assets and businesses, net (f) |
— | — | (400 | ) | (237 | ) | ||||||||||
| (Gain) on acquisition earn-out fair value adjustments (g) |
(1,710 | ) | — | (14,417 | ) | — | ||||||||||
| Legal contingency adjustment on a divested business (h) |
— | 5,777 | — | 6,059 | ||||||||||||
| Goodwill and intangible asset impairments (i) |
— | 13,080 | — | 13,080 | ||||||||||||
| Environmental expense for a closed facility (j) |
1,000 | — | 1,000 | — | ||||||||||||
| Property, plant and equipment impairment (k) |
9,721 | — | 9,721 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBIT |
$ | 338,600 | $ | 314,377 | $ | 1,019,424 | $ | 976,031 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally Accepted Accounting Principles in the United States (GAAP), to EBIT and Adjusted EBIT. |
| (b) | Interest Income (Expense), Net includes the combination of Interest Income (Expense) and Investment Income (Expense), Net. |
| (c) | EBIT is defined as earnings (loss) before interest and taxes, with Adjusted EBIT provided for the purpose of adjusting for items impacting earnings that are not considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT, or adjusted EBIT, as a performance evaluation measure because Interest Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest and investment income or expense in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the capital markets’ analysis of our segments’ core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. |
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 10
| (d) | Reflects restructuring and other charges, which have been incurred in relation to our Margin Achievement Plan (“MAP 2025”) and our 2026 restructuring action, together MAP Initiatives, as follows: |
| • | MAP 2025 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and facility closures recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to MAP 2025 totaled $1.9 million and $6.8 million for the quarters ended May 31, 2026 and May 31, 2025 respectively and $18.2 million and $25.0 million for the years ended May 31, 2026 and May 31, 2025, respectively. Other related expenses include inventory write-offs in connection with restructuring activities recorded in “Cost of Sales” and accelerated depreciation and amortization recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)” depending on the nature of the expense. |
| • | 2026 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and facility closures associated with the SG&A-focused optimization actions and other early stage MAP 3.0 actions recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to the 2026 restructuring action totaled $7.5 million for the quarter ended May 31, 2026 and $24.4 million for the year ended May 31, 2026. Other related expenses consist of higher executive departure costs, including accelerated stock compensation expense, that do not qualify as restructuring expense and are recorded within “SG&A” as well as accelerated depreciation recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses depending on the nature of the expense. Other related expenses also includes inventory write-offs in connection with restructuring activities recorded in “Cost of Sales”. |
| • | ERP consolidation plan: Includes expenses incurred as a result of our stated goals to consolidate over 75 ERP systems across the organization to one ERP platform per segment, as part of our overall MAP strategy as well as costs incurred for other decision support tools to facilitate our commercial initiatives related to MAP 2025 which have been incurred in all segments, as well as Corporate/Other, and have been recorded within “SG&A”. |
| • | Professional fees: Includes expenses incurred to consolidate accounting locations, costs incurred to implement technologies and processes to drive improved data analytics/decision making and cost incurred to implement new global manufacturing methodologies with the goal of improving operating efficiency incurred within all of our segments as well as Corporate/Other and recorded within “SG&A”.All of this spend is in support of stated MAP goals with the most significant expense incurred within Corporate/Other. |
| • | (Gain) on sale of closed facilities, net: Net gain recognized related to the sale of certain properties within the PCG and Consumer Segments which were closed as part of the MAP 2025 program. |
| Three Months Ended | Year Ended | |||||||||||||||
| May 31, 2026 |
May 31, 2025 |
May 31, 2026 |
May 31, 2025 |
|||||||||||||
| MAP 2025 Restructuring and other related expense, net |
$ | 2,691 | $ | 13,335 | $ | 23,059 | $ | 42,861 | ||||||||
| 2026 Restructuring and other related expense, net |
9,972 | — | 32,082 | — | ||||||||||||
| ERP consolidation plan |
2,690 | 3,525 | 13,739 | 15,044 | ||||||||||||
| Professional fees |
7,749 | 4,356 | 17,320 | 29,994 | ||||||||||||
| (Gain) on sale of closed facilities, net |
(1,641 | ) | — | (5,871 | ) | — | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| MAP initiatives |
$ | 21,461 | $ | 21,216 | $ | 80,329 | $ | 87,899 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (e) | Amortization of inventory fair value adjustments related to acquisitions recorded in “Cost of Sales”. |
| (f) | Fiscal 2026 reflects gains recorded in “SG&A” associated with the divestiture of a product line and a waterproofing services business within our CPG segment. Fiscal 2025 reflects gains recorded in “SG&A” associated with post-closing adjustments for the sale of the non-core furniture warranty business which was sold in fiscal 2023. |
| (g) | Fair value adjustments of the earn-out liabilities associated with the Star Brands Group acquisition, as well as one other smaller acquisition, which were recorded in “SG&A”. Management does not consider these gains to be reflective of the company’s core business operations. |
| (h) | Represents incremental expense recorded in fiscal year 2025 related to an adverse legal ruling from a case associated with a business that was divested in fiscal year 2023. |
| (i) | Fiscal year 2025 expense reflects $11.4 million of goodwill impairment recorded in “Goodwill Impairment” and $1.7 million of intangible asset impairment recorded in “SG&A”. Both charges are related to the Color Group reporting unit in our Consumer Segment due to the weaker demand in OEM markets and underperformance in our growth initiatives associated with this reporting unit. |
| (j) | Environmental remediation costs related to a facility that has not been owned or operated for approximately 25 years. |
| (k) | Impairment charges related to property, plant and equipment in two asset groups within the Color Group reporting unit of our Consumer segment as a result of reduced cash flow projections in the coming years due to soft end markets. |
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 11
SUPPLEMENTAL INFORMATION
RECONCILIATION OF “REPORTED” TO “ADJUSTED” AMOUNTS
(Unaudited)
| Three Months Ended | Year Ended | |||||||||||||||
| May 31, 2026 |
May 31, 2025 |
May 31, 2026 |
May 31, 2025 |
|||||||||||||
| Reconciliation of Reported Earnings per Diluted Share to Adjusted Earnings per Diluted Share (All amounts presented after-tax): |
||||||||||||||||
| Reported Earnings per Diluted Share |
$ | 1.73 | $ | 1.76 | $ | 5.17 | $ | 5.35 | ||||||||
| MAP initiatives (d) |
0.13 | 0.16 | 0.46 | 0.56 | ||||||||||||
| Inventory step-up costs (e) |
— | 0.02 | 0.05 | 0.02 | ||||||||||||
| (Gain) on acquisition earn-out fair value adjustments (f) |
(0.01 | ) | — | (0.11 | ) | — | ||||||||||
| Legal contingency adjustment on a divested business (g) |
— | 0.03 | — | 0.04 | ||||||||||||
| Goodwill and intangible asset impairments (h) |
— | 0.09 | — | 0.09 | ||||||||||||
| Environmental expense for a closed facility (i) |
0.01 | — | 0.01 | — | ||||||||||||
| Property, plant and equipment impairment (j) |
0.06 | — | 0.06 | — | ||||||||||||
| Investment returns (k) |
(0.03 | ) | — | (0.11 | ) | (0.02 | ) | |||||||||
| Income tax adjustments (l) |
— | (0.34 | ) | — | (0.74 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted Earnings per Diluted Share (m) |
$ | 1.89 | $ | 1.72 | $ | 5.53 | $ | 5.30 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (d) | Reflects restructuring and other charges, which have been incurred in relation to our Margin Achievement Plan (“MAP 2025”) and our 2026 restructuring action, together MAP Initiatives, as follows: |
| • | MAP 2025 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and facility closures recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to MAP 2025 totaled $1.9 million and $6.8 million for the quarters ended May 31, 2026 and May 31, 2025 respectively and $18.2 million and $25.0 million for the years ended May 31, 2026 and May 31, 2025, respectively. Other related expenses include inventory write-offs in connection with restructuring activities recorded in “Cost of Sales” and accelerated depreciation and amortization recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)” depending on the nature of the expense. |
| • | 2026 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and facility closures associated with the SG&A-focused optimization actions and other early stage MAP 3.0 actions recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to the 2026 restructuring action totaled $7.5 million for the quarter ended May 31, 2026 and $24.4 million for the year ended May 31, 2026. Other related expenses consist of higher executive departure costs, including accelerated stock compensation expense, that do not qualify as restructuring expense and are recorded within “SG&A” as well as accelerated depreciation recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses depending on the nature of the expense. Other related expenses also includes inventory write-offs in connection with restructuring activities recorded in “Cost of Sales”. |
| • | ERP consolidation plan: Includes expenses incurred as a result of our stated goals to consolidate over 75 ERP systems across the organization to one ERP platform per segment, as part of our overall MAP strategy as well as costs incurred for other decision support tools to facilitate our commercial initiatives related to MAP 2025 which have been incurred in all segments, as well as Corporate/Other, and have been recorded within “SG&A”. |
| • | Professional fees: Includes expenses incurred to consolidate accounting locations, costs incurred to implement technologies and processes to drive improved data analytics/decision making and cost incurred to implement new global manufacturing methodologies with the goal of improving operating efficiency incurred within all of our segments as well as Corporate/Other and recorded within “SG&A”.All of this spend is in support of stated MAP goals with the most significant expense incurred within Corporate/Other. |
| • | (Gain) on sale of closed facilities, net: Net gain recognized related to the sale of certain properties within the PCG and Consumer Segments which were closed as part of the MAP 2025 program. |
| (e) | Amortization of inventory fair value adjustments related to acquisitions recorded in “Cost of Sales”. |
| (f) | Fair value adjustments of the earn-out liabilities associated with the Star Brands Group acquisition, as well as one other smaller acquisition, which were recorded in “SG&A”. Management does not consider these gains to be reflective of the company’s core business operations. |
| (g) | Represents incremental expense recorded in fiscal year 2025 related to an adverse legal ruling from a case associated with a business that was divested in fiscal year 2023. |
| (h) | Fiscal year 2025 expense reflects $11.4 million of goodwill impairment recorded in “Goodwill Impairment” and $1.7 million of intangible asset impairment recorded in “SG&A”. Both charges are related to the Color Group reporting unit in our Consumer Segment due to the weaker demand in OEM markets and underperformance in our growth initiatives associated with this reporting unit. |
| (i) | Environmental remediation costs related to a facility that has not been owned or operated for approximately 25 years. |
| (j) | Impairment charges related to property, plant and equipment in two asset groups within the Color Group reporting unit of our Consumer segment as a result of reduced cash flow projections in the coming years due to soft end markets. |
| (k) | Investment returns include realized net gains and losses on sales of investments and unrealized net gains and losses on equity securities, which are adjusted due to their inherent volatility. Management does not consider these gains and losses, which cannot be predicted with any level of certainty, to be reflective of the Company’s core business operations. |
| (l) | The adjustment for the three-month period and year ended May 31, 2025, includes incremental benefits of the U.S. deduction for foreign derived intangible income and the foreign tax rate differential associated with certain global capital structure initiatives completed during the period. Additionally, the fiscal 2025 year-to-date adjustment includes adjustments to U.S. foreign tax credits recognized because of global cash redeployment and debt optimization projects, as well as other adjustments to our net deferred tax asset related to U.S. foreign tax credit carryforwards resulting from our reassessment of income tax positions following developments in U.S. income tax case law. |
| (m) | Adjusted Diluted EPS is provided for the purpose of adjusting diluted earnings per share for items impacting earnings that are not considered by management to be indicative of ongoing operations. |
RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 12
CONSOLIDATED BALANCE SHEETS
IN THOUSANDS
(Unaudited)
| May 31, 2026 | May 31, 2025 | |||||||
| Assets |
||||||||
| Current Assets |
||||||||
| Cash and cash equivalents |
$ | 315,188 | $ | 302,137 | ||||
| Trade accounts receivable |
1,700,717 | 1,551,953 | ||||||
| Allowance for doubtful accounts |
(39,179 | ) | (42,844 | ) | ||||
| Net trade accounts receivable |
1,661,538 | 1,509,109 | ||||||
| Inventories |
1,058,911 | 1,036,475 | ||||||
| Prepaid expenses and other current assets |
423,198 | 322,577 | ||||||
|
|
|
|
|
|||||
| Total current assets |
3,458,835 | 3,170,298 | ||||||
|
|
|
|
|
|||||
| Property, Plant and Equipment, at Cost |
2,919,058 | 2,738,373 | ||||||
| Allowance for depreciation |
(1,362,540 | ) | (1,264,974 | ) | ||||
|
|
|
|
|
|||||
| Property, plant and equipment, net |
1,556,518 | 1,473,399 | ||||||
|
|
|
|
|
|||||
| Other Assets |
||||||||
| Goodwill |
1,688,164 | 1,617,626 | ||||||
| Other intangible assets, net of amortization |
824,638 | 780,826 | ||||||
| Operating lease right-of-use assets |
396,936 | 370,399 | ||||||
| Deferred income taxes |
116,474 | 147,436 | ||||||
| Other |
303,040 | 215,965 | ||||||
|
|
|
|
|
|||||
| Total other assets |
3,329,252 | 3,132,252 | ||||||
|
|
|
|
|
|||||
| Total Assets |
$ | 8,344,605 | $ | 7,775,949 | ||||
|
|
|
|
|
|||||
| Liabilities and Stockholders’ Equity |
||||||||
| Current Liabilities |
||||||||
| Accounts payable |
$ | 853,524 | $ | 755,889 | ||||
| Current portion of long-term debt |
407,834 | 7,691 | ||||||
| Accrued compensation and benefits |
307,299 | 287,398 | ||||||
| Accrued losses |
51,258 | 36,701 | ||||||
| Other accrued liabilities |
441,148 | 379,768 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
2,061,063 | 1,467,447 | ||||||
|
|
|
|
|
|||||
| Long-Term Liabilities |
||||||||
| Long-term debt, less current maturities |
2,125,690 | 2,638,922 | ||||||
| Operating lease liabilities |
341,283 | 317,334 | ||||||
| Other long-term liabilities |
258,641 | 241,117 | ||||||
| Deferred income taxes |
244,823 | 224,347 | ||||||
|
|
|
|
|
|||||
| Total long-term liabilities |
2,970,437 | 3,421,720 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
5,031,500 | 4,889,167 | ||||||
|
|
|
|
|
|||||
| Stockholders’ Equity |
| |||||||
| Preferred stock; none issued |
— | — | ||||||
| Common stock (outstanding 127,643; 128,269) |
1,276 | 1,283 | ||||||
| Paid-in capital |
1,210,651 | 1,177,796 | ||||||
| Treasury stock, at cost |
(1,036,645 | ) | (953,856 | ) | ||||
| Accumulated other comprehensive (loss) |
(447,200 | ) | (533,631 | ) | ||||
| Retained earnings |
3,583,451 | 3,193,764 | ||||||
|
|
|
|
|
|||||
| Total RPM International Inc. stockholders’ equity |
3,311,533 | 2,885,356 | ||||||
| Noncontrolling interest |
1,572 | 1,426 | ||||||
|
|
|
|
|
|||||
| Total equity |
3,313,105 | 2,886,782 | ||||||
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|
|
|
|||||
| Total Liabilities and Stockholders’ Equity |
$ | 8,344,605 | $ | 7,775,949 | ||||
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RPM Reports Results for Fiscal 2026 4th Quarter and Full Year
July 22, 2026
Page 13
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
(Unaudited)
| Year Ended | ||||||||
| May 31, 2026 |
May 31, 2025 |
|||||||
| Cash Flows From Operating Activities: |
||||||||
| Net income |
$ | 662,483 | $ | 690,327 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation and amortization |
213,490 | 193,840 | ||||||
| Fair value adjustments to contingent earnout obligations |
(14,418 | ) | — | |||||
| Property, plant and equipment impairment |
9,721 | — | ||||||
| Goodwill impairment |
— | 11,352 | ||||||
| Deferred income taxes |
32,832 | (104,507 | ) | |||||
| Stock-based compensation expense |
32,848 | 27,042 | ||||||
| Net (gain) on marketable securities |
(25,422 | ) | (4,997 | ) | ||||
| Net (gain) on sales of assets and businesses |
(6,093 | ) | — | |||||
| Other |
(488 | ) | 1,269 | |||||
| Changes in assets and liabilities, net of effect from purchases and sales of businesses: |
||||||||
| (Increase) in receivables |
(119,345 | ) | (55,037 | ) | ||||
| Decrease (increase) in inventory |
18,523 | (34,458 | ) | |||||
| (Increase) in prepaid expenses and other current and long-term assets |
(85,596 | ) | (62,669 | ) | ||||
| Increase in accounts payable |
67,658 | 84,074 | ||||||
| Increase (decrease) in accrued compensation and benefits |
14,849 | (17,130 | ) | |||||
| Increase in accrued losses |
12,915 | 3,899 | ||||||
| Increase in other accrued liabilities |
84,751 | 35,185 | ||||||
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|
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| Cash Provided By Operating Activities |
898,708 | 768,190 | ||||||
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| Cash Flows From Investing Activities: |
||||||||
| Capital expenditures |
(223,507 | ) | (229,930 | ) | ||||
| Acquisition of businesses, net of cash acquired |
(202,403 | ) | (595,770 | ) | ||||
| Purchase of marketable securities |
(34,272 | ) | (85,793 | ) | ||||
| Proceeds from sales of marketable securities |
19,781 | 87,093 | ||||||
| Proceeds from sales of assets and businesses |
23,237 | — | ||||||
| Other |
(10 | ) | (1,134 | ) | ||||
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|
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|
|||||
| Cash (Used For) Investing Activities |
(417,174 | ) | (825,534 | ) | ||||
|
|
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|
|
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| Cash Flows From Financing Activities: |
||||||||
| Additions to long-term and short-term debt |
84,000 | 478,111 | ||||||
| Reductions of long-term and short-term debt |
(208,862 | ) | (9,008 | ) | ||||
| Cash dividends |
(271,705 | ) | (255,563 | ) | ||||
| Repurchases of common stock |
(77,497 | ) | (69,999 | ) | ||||
| Shares of common stock returned for taxes |
(5,034 | ) | (18,686 | ) | ||||
| Payment of acquisition-related contingent consideration |
— | (1,122 | ) | |||||
| Other |
(3,133 | ) | (1,796 | ) | ||||
|
|
|
|
|
|||||
| Cash (Used For) Provided By Financing Activities |
(482,231 | ) | 121,937 | |||||
|
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|
|
|
|||||
| Effect of Exchange Rate Changes on Cash and Cash Equivalents |
13,748 | 165 | ||||||
|
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|
|||||
| Net Change in Cash and Cash Equivalents |
13,051 | 64,758 | ||||||
| Cash and Cash Equivalents at Beginning of Period |
302,137 | 237,379 | ||||||
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|
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| Cash and Cash Equivalents at End of Period |
$ | 315,188 | $ | 302,137 | ||||
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Exhibit 99.2
| ADJUSTED EBITDA RECONCILIATIONS | ||||||||||||||||||||
| IN THOUSANDS | ||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||
| Three Months Ended | Year Ended | |||||||||||||||||||
| August 31, 2025 |
November 30, 2025 |
February 28, 2026 |
May 31, 2026 |
May 31, 2026 |
||||||||||||||||
| CPG Segment |
||||||||||||||||||||
| Income Before Income Taxes (a) |
$ | 163,376 | $ | 94,565 | $ | 22,884 | $ | 167,503 | $ | 448,328 | ||||||||||
| Interest Expense, Net (b) |
565 | 966 | 728 | 216 | 2,475 | |||||||||||||||
| Depreciation (c) |
16,977 | 17,230 | 16,487 | 18,851 | 69,545 | |||||||||||||||
| Amortization (d) |
2,549 | 2,571 | 2,621 | 2,725 | 10,466 | |||||||||||||||
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|
|||||||||||
| EBITDA (e) |
183,467 | 115,332 | 42,720 | 189,295 | 530,814 | |||||||||||||||
| MAP initiatives (f) |
4,215 | 3,050 | 6,551 | 6,735 | 20,551 | |||||||||||||||
| Inventory step-up costs (g) |
— | — | — | 102 | 102 | |||||||||||||||
| (Gain) on sale of assets and businesses, net (h) |
— | (400 | ) | — | — | (400 | ) | |||||||||||||
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|
|
|
|
|
|
|
|
|||||||||||
| Adjusted EBITDA |
$ | 187,682 | $ | 117,982 | $ | 49,271 | $ | 196,132 | $ | 551,067 | ||||||||||
|
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|||||||||||
| PCG Segment |
||||||||||||||||||||
| Income Before Income Taxes (a) |
$ | 82,679 | $ | 81,699 | $ | 61,025 | $ | 83,641 | $ | 309,044 | ||||||||||
| Interest (Income), Net (b) |
(615 | ) | (933 | ) | (974 | ) | (653 | ) | (3,175 | ) | ||||||||||
| Depreciation (c) |
8,791 | 8,722 | 8,849 | 9,605 | 35,967 | |||||||||||||||
| Amortization (d) |
3,009 | 3,111 | 3,193 | 3,316 | 12,629 | |||||||||||||||
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|
|||||||||||
| EBITDA (e) |
93,864 | 92,599 | 72,093 | 95,909 | 354,465 | |||||||||||||||
| MAP initiatives (f) |
4,931 | 2,022 | 6,613 | 2,328 | 15,894 | |||||||||||||||
| Inventory step-up costs (g) |
— | 41 | 101 | 49 | 191 | |||||||||||||||
| (Gain) on acquisition earn-out fair value adjustment (i) |
— | — | — | (1,710 | ) | (1,710 | ) | |||||||||||||
| Environmental expense for a closed facility (j) |
— | — | — | 1,000 | 1,000 | |||||||||||||||
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|
|||||||||||
| Adjusted EBITDA |
$ | 98,795 | $ | 94,662 | $ | 78,807 | $ | 97,576 | $ | 369,840 | ||||||||||
|
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|||||||||||
| Consumer Segment |
||||||||||||||||||||
| Income Before Income Taxes (a) |
$ | 108,761 | $ | 100,669 | $ | 45,750 | $ | 107,265 | $ | 362,445 | ||||||||||
| Interest Expense (Income), Net (b) |
215 | 41 | (20 | ) | 127 | 363 | ||||||||||||||
| Depreciation (c) |
13,214 | 13,442 | 13,965 | 16,201 | 56,822 | |||||||||||||||
| Amortization (d) |
5,787 | 5,896 | 6,001 | 5,947 | 23,631 | |||||||||||||||
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|
|||||||||||
| EBITDA (e) |
127,977 | 120,048 | 65,696 | 129,540 | 443,261 | |||||||||||||||
| MAP initiatives (f) |
3,757 | 1,207 | 12,788 | 4,383 | 22,135 | |||||||||||||||
| Inventory step-up costs (g) |
7,117 | 786 | — | — | 7,903 | |||||||||||||||
| (Gain) on acquisition earn-out fair value adjustment (i) |
— | (12,707 | ) | — | — | (12,707 | ) | |||||||||||||
| Property, plant and equipment impairment (k) |
— | — | — | 9,721 | 9,721 | |||||||||||||||
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|||||||||||
| Adjusted EBITDA |
$ | 138,851 | $ | 109,334 | $ | 78,484 | $ | 143,644 | $ | 470,313 | ||||||||||
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| Corporate/Other |
||||||||||||||||||||
| (Loss) Before Income Taxes (a) |
$ | (56,769 | ) | $ | (65,938 | ) | $ | (60,352 | ) | $ | (66,418 | ) | $ | (249,477 | ) | |||||
| Interest Expense, Net (b) |
15,757 | 17,905 | 15,034 | 16,296 | 64,992 | |||||||||||||||
| Depreciation (c) |
772 | 741 | 767 | 808 | 3,088 | |||||||||||||||
| Amortization (d) |
123 | 124 | 66 | 38 | 351 | |||||||||||||||
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|||||||||||
| EBITDA (e) |
(40,117 | ) | (47,168 | ) | (44,485 | ) | (49,276 | ) | (181,046 | ) | ||||||||||
| MAP initiatives (f) |
2,837 | 3,210 | 6,102 | 5,430 | 17,579 | |||||||||||||||
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|
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|
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|
|||||||||||
| Adjusted EBITDA |
$ | (37,280 | ) | $ | (43,958 | ) | $ | (38,383 | ) | $ | (43,846 | ) | $ | (163,467 | ) | |||||
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|||||||||||
| TOTAL CONSOLIDATED |
||||||||||||||||||||
| Income Before Income Taxes (a) |
$ | 298,047 | $ | 210,995 | $ | 69,307 | $ | 291,991 | $ | 870,340 | ||||||||||
| Interest Expense |
29,326 | 28,005 | 26,947 | 27,266 | 111,544 | |||||||||||||||
| Investment (Income), Net |
(13,404 | ) | (10,026 | ) | (12,179 | ) | (11,280 | ) | (46,889 | ) | ||||||||||
| Depreciation (c) |
39,754 | 40,135 | 40,068 | 45,465 | 165,422 | |||||||||||||||
| Amortization (d) |
11,468 | 11,702 | 11,881 | 12,026 | 47,077 | |||||||||||||||
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|
|||||||||||
| EBITDA (e) |
365,191 | 280,811 | 136,024 | 365,468 | 1,147,494 | |||||||||||||||
| MAP initiatives (f) |
15,740 | 9,489 | 32,054 | 18,876 | 76,159 | |||||||||||||||
| Inventory step-up costs (g) |
7,117 | 827 | 101 | 151 | 8,196 | |||||||||||||||
| (Gain) on sale of assets and businesses, net (h) |
— | (400 | ) | — | — | (400 | ) | |||||||||||||
| (Gain) on acquisition earn-out fair value adjustments (i) |
— | (12,707 | ) | — | (1,710 | ) | (14,417 | ) | ||||||||||||
| Environmental expense for a closed facility (j) |
— | — | — | 1,000 | 1,000 | |||||||||||||||
| Property, plant and equipment impairment (k) |
— | — | — | 9,721 | 9,721 | |||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|||||||||||
| Adjusted EBITDA |
$ | 388,048 | $ | 278,020 | $ | 168,179 | $ | 393,506 | $ | 1,227,753 | ||||||||||
|
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| (a) | The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally Accepted Accounting Principles in the United States (GAAP), to EBITDA and Adjusted EBITDA. |
| (b) | Interest (Income) Expense, Net includes the combination of Interest (Income) Expense and Investment (Income) Expense, Net. |
| (c) | Depreciation expense includes charges to income that result from property, plant and equipment depreciation, the amortization of assets recorded under finance leases, and accelerated depreciation expense related to MAP initiatives recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)” depending on the nature of the expense. |
| (d) | Amortization expense includes intangible asset amortization as well as amortization of deferred cloud computing implementation costs. |
| (e) | Management believes that investors’ understanding of the Company’s operating performance is enhanced by the disclosure of EBITDA, which is a non-GAAP financial measure defined as earnings (loss) before interest, taxes, depreciation and amortization with Adjusted EBITDA provided for the purpose of adjusting for items impacting earnings that are not considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBITDA, or adjusted EBITDA, as a performance evaluation measure because Interest Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. Additionally, EBITDA is an operating measure that provides investors with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. For these reasons, we believe EBITDA is also useful to investors as a metric in their investment decisions. The reader is cautioned that the Company’s EBITDA and Adjusted EBITDA should not be compared to other entities unknowingly. EBITDA and adjusted EBITDA should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP. |
| (f) | Reflects restructuring and other charges, which have been incurred in relation to our Margin Achievement Plan (“MAP 2025”) and our 2026 restructuring action, together MAP Initiatives, as follows: |
| • | MAP 2025 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and facility closures recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to MAP 2025 totaled $8.8 million, $4.5 million, $3.0 million and $1.9 million for the quarters ended August 31, 2025, November 30, 2025, February 28, 2026 and May 31, 2026 respectively and $18.2 million for the year ended May 31, 2026. Other related expenses include inventory write-offs in connection with restructuring activities recorded in “Cost of Sales”. |
| • | 2026 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and facility closures associated with the SG&A-focused optimization actions and other early stage MAP 3.0 actions recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to the 2026 restructuring action totaled $16.9 million and $7.5 million for the quarters ended February 28, 2026 and May 31, 2026 respectively and $24.4 million for the year ended May 31, 2026. Other related expenses consist of higher executive departure costs, including accelerated stock compensation expense, that do not qualify as restructuring expense and are recorded within “SG&A”. Other related expenses also includes inventory write-offs in connection with restructuring activities recorded in “Cost of Sales”. |
| • | ERP consolidation plan: Includes expenses incurred as a result of our stated goals to consolidate over 75 ERP systems across the organization to one ERP platform per segment, as part of our overall MAP strategy as well as costs incurred for other decision support tools to facilitate our commercial initiatives related to MAP 2025 which have been incurred in all segments, as well as Corporate/Other, and have been recorded within “SG&A”. |
| • | Professional fees: Includes expenses incurred to consolidate accounting locations, costs incurred to implement technologies and processes to drive improved data analytics/decision making and cost incurred to implement new global manufacturing methodologies with the goal of improving operating efficiency incurred within all of our segments as well as Corporate/Other and recorded within “SG&A”. All of this spend is in support of stated MAP goals with the most significant expense incurred within Corporate/Other. |
| • | (Gain) on sale of closed facilities, net: Net gain recognized related to the sale of certain properties within the PCG and Consumer Segments which were closed as part of the MAP 2025 program. |
Included below is a reconciliation of the TOTAL CONSOLIDATED MAP initiatives.
| Three Months Ended | Year Ended | |||||||||||||||||||
| August 31, 2025 |
November 30, 2025 |
February 28, 2026 |
May 31, 2026 |
May 31, 2026 |
||||||||||||||||
| MAP 2025 Restructuring and other related expense, net |
$ | 9,633 | $ | 6,188 | $ | 3,004 | $ | 2,149 | $ | 20,974 | ||||||||||
| 2026 Restructuring and other related expense, net |
— | — | 22,068 | 7,929 | 29,997 | |||||||||||||||
| ERP consolidation plan |
2,966 | 4,440 | 3,643 | 2,690 | 13,739 | |||||||||||||||
| Professional fees |
3,141 | 3,201 | 3,229 | 7,749 | 17,320 | |||||||||||||||
| (Gain) loss on sale of closed facilities, net |
— | (4,340 | ) | 110 | (1,641 | ) | (5,871 | ) | ||||||||||||
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| MAP initiatives |
$ | 15,740 | $ | 9,489 | $ | 32,054 | $ | 18,876 | $ | 76,159 | ||||||||||
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| (g) | Amortization of inventory fair value adjustments related to acquisitions recorded in “Cost of Sales”. |
| (h) | Fiscal 2026 reflects gains recorded in “SG&A” associated with the divestiture of a product line and a waterproofing services business within our CPG segment. |
| (i) | Fair value adjustments of the earn-out liabilities associated with the Star Brands Group acquisition, as well as one other smaller acquisition, which were recorded in “SG&A”. Management does not consider these gains to be reflective of the company’s core business operations. |
| (j) | Environmental remediation costs related to a facility that has not been owned or operated for approximately 25 years. |
| (k) | Impairment charges related to property, plant and equipment in two asset groups within the Color Group reporting unit of our Consumer segment as a result of reduced cash flow projections in the coming years due to soft end markets. |
Exhibit 99.3
RPM Names David C. Dennsteadt as President and Chief Operating Officer
MEDINA, Ohio – July 17, 2026 – RPM International Inc. (NYSE: RPM) today announced that David C. Dennsteadt has been named president and chief operating officer for RPM, effective July 17, 2026.
Dennsteadt joined RPM’s Stonhard business in 1995 as an engineer, holding a variety of leadership roles, ultimately serving as group president of RPM’s Performance Coatings Group (PCG) from 2018 to 2025, where he delivered consistent growth and record results. He was elected RPM executive vice president in 2025, overseeing all corporate administrative functions. His global perspective, gained from years of leadership in Europe and the Middle East and in establishing RPM’s Platform Group approach to strengthening the company’s position in emerging markets, has been instrumental in driving strategic growth across RPM’s portfolio. In his new role, Dennsteadt will add responsibility for strategy and oversight of RPM’s operating groups, as well as corporate development activities. Dennsteadt holds a bachelor’s degree in civil engineering from Rutgers University and an MBA from New York University’s Stern School of Business.
RPM chairman and CEO Frank Sullivan stated, “Dave has consistently demonstrated the leadership and strategic vision that RPM needs as we continue to grow. His impact has gone well beyond PCG by having the foresight to drive greater coordination and efficiency across RPM’s international operations, and create a new approach to shared services, anchored by the centers he established in Mexico and India that now support the entire company. I’m confident he will bring that same discipline and vision to his expanded role as we build a stronger, more connected RPM.”
About RPM
RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across three reportable segments: consumer, construction products and performance coatings. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, The Pink Stuff, Stonhard, Carboline, FinishWorks, Tremco, Euclid Chemical, Dryvit and Nudura. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company employs approximately 17,800 individuals worldwide. Visit www.RPMinc.com to learn more.
For more information, contact Matt Schlarb, Vice President – Investor Relations & Sustainability, at 330-220-6064 or mschlarb@rpminc.com.