Sherwin-Williams issues $1.5B debt, extending maturities to 2035

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FAQ

Q: What size and type of debt did Sherwin-Williams (SHW) issue?

Q: What are the coupons and maturities of the new SHW notes?

Q: How much additional interest expense will the issuance add?

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8-K Event Classification

What size and type of debt did Sherwin-Williams (SHW) issue?

What are the coupons and maturities of the new SHW notes?

How much additional interest expense will the issuance add?

Who were the lead underwriters on Sherwin-Williams’ offering?

Which trustee and legal counsel were involved in the transaction?

How does the note issuance affect SHW’s leverage and liquidity profile?

SHW sold $1.5 billion of senior unsecured notes: three $500 million tranches due 2028, 2030 and 2035.

Coupons are 4.300% (2028), 4.500% (2030) and 5.150% (2035).

At stated coupons, annual pre-tax interest rises by about $66 million .

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

On 31 July 2025 The Sherwin-Williams Company (NYSE: SHW) filed an 8-K (Item 8.01) announcing it has completed a $1.5 billion senior unsecured note offering through its automatic shelf registration.

Tranches

$500 million 4.300% notes due 2028
$500 million 4.500% notes due 2030
$500 million 5.150% notes due 2035

BofA Securities, Citigroup and J.P. Morgan acted as joint book-runners. U.S. Bank Trust Company will serve as trustee under three supplemental indentures and Jones Day provided the legal opinion. Exhibits filed include the underwriting agreement, indentures, opinion and related consents.

Implications The transaction lengthens SHW’s maturity profile and secures fixed-rate funding ahead of potential rate moves, strengthening near-term liquidity. Based on coupon rates, incremental pre-tax interest is estimated at roughly $66 million per year, modest relative to SHW’s 2024 operating income, but it will lift gross debt and interest burden. No specific use of proceeds was disclosed.

$1.5 billion of fresh capital raised at fixed rates, enhancing liquidity and funding flexibility.
Staggered maturities (2028-2035) reduce refinancing concentration and extend the debt ladder.

Incremental annual interest expense of roughly $66 million will pressure earnings.
Higher gross debt slightly elevates leverage, trimming interest-coverage headroom.

TL;DR: Neutral financing; liquidity up, leverage marginally higher.

The $1.5 billion multi-tranche deal secures long-term capital at market coupons, smoothing the maturity ladder (next sizeable bond now matures 2028). Sherwin-Williams maintains investment-grade access, signalling lender confidence. Annual EBITDA easily covers the added $66 million interest, so covenant headroom remains comfortable. Absent details on proceeds, the deal appears opportunistic rather than necessity-driven, leaving credit profile broadly unchanged.

TL;DR: Issuance is manageable; credit metrics steady, outlook stable.

Coupons align with A- range comparables, indicating solid demand. Pro-forma leverage rises only ~0.1x, assuming proceeds are retained. Liquidity metrics (cash + RCF) improve, which is positive heading into a cap-ex-heavy repaint season. That said, interest-coverage compression and higher fixed-charge load slightly reduce flexibility if housing softness persists. Overall impact is balanced; I view the event as credit-neutral.

2 items: 8.01, 9.01

2 items

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

07/31/2025 - 09:45 AM

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): July 31, 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 8.01.

Other Events.

In connection with the offering and sale of $500,000,000 aggregate principal amount of 4.300% Senior Notes due 2028, $500,000,000 aggregate principal amount of 4.500% Senior Notes due 2030 and $500,000,000 aggregate principal amount of 5.150% Senior Notes due 2035 by The Sherwin-Williams Company (the “Company”), the Company is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-289016):

1. Underwriting Agreement, dated July 29, 2025, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, acting as representatives of the several underwriters named therein.

2. Fifth Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

3. Sixth Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

4. Seventh Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

5. Opinion of Jones Day.

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

1.1		Underwriting Agreement, dated July 29, 2025, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, acting as representatives of the several underwriters named therein.

4.1		Fifth Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

4.2		Sixth Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

4.3		Seventh Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

5.1		Opinion of Jones Day.

23.1		Consent of Jones Day (included in Exhibit 5.1).

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.

Source: View Original Filing on SEC EDGAR

SHW sold $1.5 billion of senior unsecured notes: three $500 million tranches due 2028, 2030 and 2035.

Coupons are 4.300% (2028), 4.500% (2030) and 5.150% (2035).

At stated coupons, annual pre-tax interest rises by about $66 million.

BofA Securities, Citigroup Global Markets and J.P. Morgan Securities served as joint book-runners.

U.S. Bank Trust Company is trustee; legal opinion and consent were provided by Jones Day.

THE SHERWIN-WILLIAMS COMPANY

July 31, 2025

/s/ Stephen J. Perisutti

Stephen J. Perisutti

Senior Vice President - Deputy General Counsel and Assistant Secretary

Liquidity improves with $1.5 billion cash inflow, but leverage inches up and fixed interest obligations rise.