Sherwin-Williams arranges $750M and €100M loans

SW Luxembourg may elect to extend the euro facility's September 23, 2027 maturity by up to two additional six-month periods.

Rhea-AI Filing Summary

The Sherwin-Williams Company (SHW) entered into a new $750 million U.S.-dollar-denominated senior unsecured term loan agreement, and SW Luxembourg entered into a €100 million term loan agreement.

The existing 364-day senior unsecured delayed draw term loan agreement was repaid and terminated on September 24, 2026, in connection with borrowing under the new agreements. The U.S. facility matures on September 23, 2027, and may be used to refinance the existing agreement and for general corporate purposes, including working capital. The euro loan to SW Luxembourg has the same maturity date and may be extended at its election by up to two additional six-month periods; Sherwin-Williams guarantees that loan. The U.S. agreement limits the consolidated leverage ratio to 3.75 to 1.00 as of the last day of any fiscal quarter. Following a Qualifying Acquisition, Sherwin-Williams may elect, subject to customary conditions, to temporarily increase the limit to 4.25 to 1.00 for four consecutive fiscal quarters.

Filing Explained

Under the new U.S. loan, specified defaults—including payment or covenant defaults—allow the administrative agent to accelerate amounts due, and majority lenders may require the agent to do so.

8-K Event Classification

5 items: 1.01, 1.02, 2.03, 8.01, 9.01

5 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 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

U.S. term loan: $750 million Euro term loan: €100 million Term loan maturity: September 23, 2027 +4 more

7 metrics

U.S. term loan $750 million New U.S.-dollar-denominated senior unsecured term loan agreement

Euro term loan €100 million Term loan to SW Luxembourg

Term loan maturity September 23, 2027 Both new term loans

Euro loan extension Up to two additional six-month periods At SW Luxembourg's election

Consolidated leverage ratio limit 3.75 to 1.00 As of the last day of any fiscal quarter

Temporary consolidated leverage ratio limit 4.25 to 1.00 May apply for four consecutive fiscal quarters following a Qualifying Acquisition, subject to customary conditions

Temporary limit period Four consecutive fiscal quarters Following a Qualifying Acquisition, subject to customary conditions

Key Terms

senior unsecured, delayed draw, consolidated leverage ratio, Qualifying Acquisition, +1 more

5 terms

senior unsecured financial

"senior unsecured term loan"

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

delayed draw financial

"senior unsecured delayed draw Term Loan Credit Agreement"

consolidated leverage ratio financial

"Sherwin-Williams’ consolidated leverage ratio"

A consolidated leverage ratio measures a business group's total debt compared with its ability to pay, by using combined figures for the parent company and its subsidiaries. Think of it like comparing the total mortgage across all properties you own to your overall income or net worth; investors use it to judge how risky the company’s capital structure is and how vulnerable it may be to rising interest rates or income drops.

Qualifying Acquisition financial

"upon the consummation of a Qualifying Acquisition"

Administrative Agent financial

"Citibank, N.A., as administrative agent"

An administrative agent is a bank or financial firm appointed to handle the day-to-day paperwork and communication for a group of lenders on a loan or credit agreement, acting as the central point for collecting payments, distributing funds, monitoring covenants, and sharing information. For investors, the administrative agent matters because it influences how quickly lenders receive updates, how smoothly repayments and waivers are handled, and how effectively the lending group enforces terms — think of it as a property manager coordinating tasks for multiple owners.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new term loans did SHW arrange?

The Sherwin-Williams Company entered into a $750 million U.S.-dollar-denominated senior unsecured term loan agreement, and SW Luxembourg entered into a €100 million term loan agreement. Sherwin-Williams guarantees SW Luxembourg’s obligations under the euro loan.

When do SHW's new term loans mature?

Both term loans mature on September 23, 2027. SW Luxembourg may elect to extend the euro loan maturity by up to two additional six-month periods.

What leverage limit applies to SHW's new U.S. term loan?

The agreement provides that the consolidated leverage ratio may not exceed 3.75 to 1.00 as of the last day of any fiscal quarter. Following a Qualifying Acquisition, Sherwin-Williams may elect, subject to customary conditions, to temporarily increase the limit to 4.25 to 1.00 for four consecutive fiscal quarters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 07:05 AM Accepted by SEC EDGAR 09/29/2026 - 07:05 AM Learn about SEC filing dates

SHERWIN WILLIAMS CO false 0000089800 0000089800 2026-09-24 2026-09-24

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): September 24, 2026

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.)

1 Sherwin Way Cleveland, Ohio		44113
(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 September 24, 2026, The Sherwin-Williams Company (“Sherwin-Williams”) entered into a new 364-day senior unsecured Term Loan Credit Agreement (the “New Credit Agreement”) with the lenders party thereto and Citibank, N.A., as administrative agent (the “Administrative Agent”). In connection with entering into the New Credit Agreement, Sherwin-Williams repaid and terminated its existing 364-day senior unsecured delayed draw Term Loan Credit Agreement, dated as of August 8, 2025 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), among Sherwin-Williams and Sherwin-Williams Luxembourg S.à r.l. (“SW Luxembourg”), as borrowers, the lenders party thereto and Citibank, N.A., as administrative agent.

The New Credit Agreement provides for a $750 million US dollar-denominated senior unsecured term loan that will mature on September 23, 2027. Extensions of credit under the New Credit Agreement may be used to refinance the Existing Credit Agreement and for general corporate purposes, including to finance working capital requirements.

The New Credit Agreement contains representations, warranties, covenants and events of default substantially the same as those contained in the Existing Credit Agreement. The New Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, noncompliance with covenants and bankruptcy related events. If certain of these or other events of default occur, the Administrative Agent may decide to, or lenders with a majority of the outstanding term loans may require the Administrative Agent to, among other things, accelerate amounts due under the New Credit Agreement. The New Credit Agreement also contains a financial covenant that provides that Sherwin-Williams’ consolidated leverage ratio (the ratio of total funded indebtedness to EBITDA (as defined in the New Credit Agreement)) may not exceed 3.75 to 1.00 as of the last day of any fiscal quarter; provided, however, upon the consummation of a Qualifying Acquisition (as defined in the New Credit Agreement), Sherwin-Williams may elect to temporarily increase the consolidated leverage ratio to 4.25 to 1.00 for a period of four consecutive fiscal quarters immediately following the consummation of such Qualifying Acquisition, subject to certain customary conditions.

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

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

Item 1.02. Termination of a Material Definitive Agreement.

Effective September 24, 2026, the Existing Credit Agreement was repaid and terminated in connection with Sherwin-Williams’ borrowing under the New Credit Agreement and the EUR Term Loan Agreement (as defined below). The information provided in Item 1.01 above relating to the Existing Credit Agreement is incorporated by reference into this Item 1.02. A summary of the material terms of the Existing Credit Agreement is included in the Current Report on Form 8-K filed by Sherwin-Williams on August 12, 2025, which summary 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 provided in Item 1.01 above relating to the New Credit Agreement is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On September 24, 2026, SW Luxembourg entered into a new EUR 100,000,000 Term Loan Agreement (the “EUR Term Loan Agreement”) with ING Bank N.V. (“ING Bank”), acting through its Dublin branch, ING Bank N.V. Dublin Branch. The EUR Term Loan Agreement provides for a €100 million EUR-denominated term loan to SW Luxembourg that will mature

on September 23, 2027, which maturity date may be extended at the election of SW Luxembourg by up to two additional six-month periods. The EUR Term Loan Agreement may be used to refinance the Existing Credit Agreement and for general corporate purposes. Sherwin-Williams guarantees the obligations of SW Luxembourg under the EUR Term Loan Agreement pursuant to a guaranty agreement in favor of ING Bank.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Exhibit Description
4.1*		Term Loan Credit Agreement, dated as of September 24, 2026, by and among The Sherwin-Williams Company, as borrower, the lenders party thereto and Citibank, N.A., as administrative agent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K and Sherwin-Williams agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted exhibits and schedules upon request.

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
Date: September 29, 2026				By:		/s/ Stephen J. Perisutti
				Name:		Stephen J. Perisutti
				Title:		Senior Vice President - Deputy General Counsel and Assistant Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 548.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB