[8-K] SHERWIN WILLIAMS CO Reports Material Event

Rhea-AI Filing Summary

The Sherwin-Williams Company entered into an Amended and Restated Credit Agreement with Citicorp USA, Inc. and a group of lenders to extend the maturity of $75,000,000 of existing credit commitments. The maturity of these borrowings and related letter of credit commitments is being pushed back from December 20, 2025 to December 20, 2030, helping maintain access to this portion of its revolving credit capacity for a longer period. The amended agreement keeps representations, warranties, covenants and events of default substantially the same as under the prior 2016 credit agreement.

Insights

Credit & Liquidity Analyst

Extends a $75,000,000 revolving credit commitment to 2030, modestly strengthening committed liquidity without adding new obligations.

The filing describes an Amended and Restated Credit Agreement between The Sherwin-Williams Company, Citicorp USA, Inc., and a bank group. The key change is a maturity extension for $75,000,000 of committed borrowing and letter-of-credit capacity from December 20, 2025 to December 20, 2030. Representations, covenants, and events of default remain substantially the same as under the prior 2016 agreement, so this is mainly a timing and availability change, not a tightening of terms.

This type of credit facility supports short-term funding needs and letters of credit, so extending its maturity helps maintain reliable backup liquidity over a longer horizon. Because the agreement does not introduce new default triggers beyond those already in place, it does not add evident new structural risk, while preserving lender relationships that provide various financial services for customary fees. A practical focus point is that this 2030 maturity now becomes a reference date for committed credit availability, so future filings about usage levels, covenant compliance, or any subsequent amendments to this facility will be relevant as that date approaches.

SHERWIN WILLIAMS CO false 0000089800 0000089800 2025-11-17 2025-11-17

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): November 17, 2025

THE SHERWIN-WILLIAMS COMPANY

(Exact name of registrant as specified in its charter)

Ohio		1-04851		34-0526850
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

101 West Prospect Avenue Cleveland, Ohio		44115-1075
(Address of principal executive offices)		(Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)

Not applicable

(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:

☐  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 $0.33-1/3 per share		SHW		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.

On November 17, 2025, The Sherwin-Williams Company (“Sherwin-Williams”) entered into that certain Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Citicorp USA, Inc. (“CUSA”), as administrative agent and issuing bank, and the lenders party thereto. The Amended Credit Agreement amends and restates that certain Credit Agreement, dated as of May 9, 2016 (as amended from time to time prior to the execution and delivery of the Amended Credit Agreement, the “Existing Credit Agreement”), among Sherwin-Williams, CUSA, as administrative agent and issuing bank, and the lenders party thereto. The primary purpose of the Amended Credit Agreement is to extend the maturity of $75,000,000 of the commitments available for borrowing and issuing letters of credit under the Existing Credit Agreement from December 20, 2025 to December 20, 2030.

The Amended Credit Agreement contains representations, warranties and covenants substantially the same as those contained in the Existing Credit Agreement. The Amended Credit Agreement contains events of default substantially the same as those contained in the Existing Credit Agreement, including events of default relating to nonpayment, breaches of representations and warranties, noncompliance with covenants and bankruptcy related events.

Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for Sherwin-Williams and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described in Item 1.01 above relating to the Amended Credit Agreement is incorporated herein by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
4.1		Amended and Restated Credit Agreement, dated as of November 17, 2025, by and among The Sherwin-Williams Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

				THE SHERWIN-WILLIAMS COMPANY
November 17, 2025				By:		/s/ Stephen J. Perisutti
				Name:		Stephen J. Perisutti
				Title:		Senior Vice President - Deputy General Counsel and Assistant Secretary

FAQ

What did Sherwin-Williams (SHW) announce in this Form 8-K?

Sherwin-Williams announced it entered into an Amended and Restated Credit Agreement with Citicorp USA, Inc. and a group of lenders, updating and replacing its prior 2016 credit agreement.

How much of Sherwin-Williams' credit commitments are affected by the new agreement?

The Amended Credit Agreement primarily extends the maturity of $75,000,000 of commitments available for borrowing and issuing letters of credit under the prior credit agreement.

What maturity dates are changing under Sherwin-Williams' amended credit facility?

The maturity of the affected $75,000,000 in commitments is being extended from December 20, 2025 to December 20, 2030.

Did Sherwin-Williams change key covenants or default terms in the amended credit agreement?

The amended agreement keeps representations, warranties, covenants and events of default substantially the same as under the existing 2016 credit agreement, including provisions on nonpayment, covenant compliance and bankruptcy events.

Who is the administrative agent and issuing bank for Sherwin-Williams' amended credit agreement?

Citicorp USA, Inc. serves as administrative agent and issuing bank under the Amended and Restated Credit Agreement with Sherwin-Williams.

Do the lenders in Sherwin-Williams' credit agreement have other relationships with the company?

Certain lenders and their affiliates have provided, and may continue to provide, commercial banking, investment banking, lending, underwriting, trust, financial advisory and other financial services to Sherwin-Williams and its subsidiaries for customary fees and expenses.