[8-K] SHERWIN WILLIAMS CO Reports Material Event

Rhea-AI Filing Summary

Sherwin-Williams completed a strategic acquisition and secured short-term financing to fund it. The company and its Luxembourg unit entered a 364-day senior unsecured delayed draw term loan agreement providing a $750 million USD tranche and a e282ac250 million EUR tranche, and on September 25, 2025 both tranches were drawn to fund part of a previously announced transaction. On October 1, 2025 a wholly owned Brazilian subsidiary closed the purchase of Suvinil Coatings S.A., BASFs Brazilian architectural paints business, for $1.15 billion, subject to customary working capital and post-closing adjustments.

Positive

• Completed acquisition of Suvinil Coatings S.A. for $1.15 billion, finalizing the announced transaction.
• Dedicated financing secured and drawn: a 364-day senior unsecured delayed draw facility with a $750 million USD tranche and a e282ac250 million EUR tranche was put in place and drawn.
• Use of subsidiary structure (Sherwin-Williams do Brasil) to execute closing of Brazilian business acquisition.

Negative

• Large purchase price of $1.15 billion increases the companys capital commitments and may affect balance sheet leverage.
• Short-term unsecured debt (364-day facility) creates upcoming refinancing or repayment requirements within a year.

Insights

M&A Specialist

TL;DR: Sherwin-Williams closed a sizable international acquisition using committed 364-day financing, completing its planned transaction with BASFs Brazilian paints unit.

The filing documents a completed acquisition of Suvinil Coatings S.A. for $1.15 billion, subject to standard adjustments, and confirms dedicated short-term financing was put in place and drawn to fund part of the purchase. For deal execution, the company used a 364-day unsecured delayed draw facility with $750 million USD and e282ac250 million EUR tranches, evidencing pre-arranged liquidity to meet transaction obligations.

Corporate Finance Analyst

TL;DR: Transaction completion is material; financing was executed through short-term unsecured term loans drawn in late September 2025.

The company and its Luxembourg affiliate executed and drew a 364-day senior unsecured delayed draw term loan facility with Citibank as administrative agent, using $750 million and e282ac250 million tranches to fund part of the acquisition which closed October 1, 2025. The financing structure is short-dated and unsecured, which may affect near-term liquidity and refinancing needs but the filing provides no pro forma leverage metrics or covenant details.

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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 25, 2025

THE SHERWIN-WILLIAMS COMPANY

(Exact Name of Registrant as Specified in Charter)

Ohio						1-04851			34-0526850
(State or other jurisdiction of incorporation)						(Commission file number)			(I.R.S. 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)

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

As previously disclosed, on August 8, 2025, The Sherwin-Williams Company (the “Company”) and Sherwin-Williams Luxembourg S.à r.l. (“SW Luxembourg”) entered into a 364-day senior unsecured delayed draw Term Loan Credit Agreement (the “DDTL Credit Agreement”) with the lenders party thereto and Citibank, N.A., as administrative agent. The DDTL Credit Agreement provided for (i) a $750 million US dollar-denominated senior unsecured delayed draw term loan tranche (the “USD DDTL Tranche”) with the Company, as borrower, and (ii) a €250 million Euro-denominated senior unsecured delayed draw term loan tranche (the “EUR DDTL Tranche”) with SW Luxembourg, as borrower.

On September 25, 2025, the Company borrowed $750 million under the USD DDTL Tranche and SW Luxembourg borrowed €250 million under the EUR DDTL Tranche to fund a portion of the Transaction (as defined below).

Item 8.01.    Other Events.

On October 1, 2025, Sherwin-Williams do Brasil Indústria e Comércio Ltda. (the “Purchaser”), a wholly owned subsidiary of the Company, consummated the previously announced transaction with BASF SE, acquiring Suvinil Coatings S.A. (formerly known as BASF Coatings S.A., the “Target Company”), BASF’s Brazilian architectural paints business, including the Suvinil and Glasu! brands, pursuant to an agreement, dated February 15, 2025 (the “Purchase Agreement”), among BASF S.A., a wholly owned subsidiary of BASF SE, the Purchaser, and the Target Company. Pursuant to the Purchase Agreement, on the terms and subject to the conditions set forth therein, the Purchaser acquired all of the issued and outstanding equity interests in the Target Company (the “Transaction”) for a purchase price of $1.15 billion, subject to customary working capital and post-closing adjustments.

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
October 1, 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 acquire in this 8-K (SHW)?

The companys wholly owned subsidiary acquired Suvinil Coatings S.A., BASFs Brazilian architectural paints business (including Suvinil and Glasu! brands) for $1.15 billion, subject to customary adjustments.

How was the acquisition financed according to the filing?

Sherwin-Williams and its Luxembourg unit entered a 364-day senior unsecured delayed draw term loan agreement and on September 25, 2025 drew a $750 million USD tranche and a e282ac250 million EUR tranche to fund part of the transaction.

When did the acquisition close?

The transaction closed on October 1, 2025 when Sherwin-Williams do Brasil consummated the purchase of Suvinil Coatings S.A.

Who acted as administrative agent for the credit facility?

Citibank, N.A. served as the administrative agent for the 364-day senior unsecured delayed draw term loan agreement.

Are there any purchase price adjustments noted?

Yes. The stated purchase price of $1.15 billion is subject to customary working capital and post-closing adjustments as described in the filing.