[8-K] The Sherwin-Williams Company Reports Material Event

Rhea-AI Filing Summary

The Sherwin-Williams Company entered into material credit arrangements on August 8, 2025 to extend its revolving credit and add a near‑term delayed draw term loan facility to support corporate liquidity. The company and certain subsidiaries amended the existing revolving credit agreement to extend the maturity from July 31, 2029 to August 8, 2030, removed a credit spread adjustment tied to Term SOFR and revised the pricing grid.

Separately, Sherwin‑Williams and a Luxembourg subsidiary agreed a 364‑day delayed draw term loan facility comprising a $750 million USD tranche and a €250 million Euro tranche, available in a single draw through October 31, 2025 and maturing 364 days from funding. The company guarantees the Euro tranche and the DDTL includes a consolidated leverage covenant capped at 3.75:1 (temporarily 4.25:1 after a qualifying acquisition for four quarters).

Positive

• Revolver maturity extended from July 31, 2029 to August 8, 2030, preserving committed financing capacity.
• Removal of Term SOFR credit spread adjustment, potentially simplifying borrowing cost mechanics under the revolver.
• New delayed draw facility totaling $750M + €250M, available in a single draw to provide near‑term liquidity for general corporate purposes.
• Company guarantee on the EUR tranche reinforces backing for the Euro‑denominated commitment.
• Temporary covenant relief allows consolidated leverage to increase to 4.25:1 for four fiscal quarters after a qualifying acquisition.

Negative

• 364‑day maturity on DDTL creates a short‑term repayment obligation if the facility is drawn.
• Consolidated leverage covenant capped at 3.75:1 may restrict financial flexibility and strategic transactions while in effect.
• Customary events of default and covenants expose the company to lender remedies if breaches occur.

Insights

Corporate Finance Analyst

TL;DR: Adds near‑term liquidity and extends revolver maturity, reinforcing short‑term funding flexibility.

The amendment to the existing revolver pushes the backstop maturity to August 8, 2030 and removes a Term SOFR spread adjustment, which together preserve committed capacity and may simplify borrowing costs tied to SOFR. The 364‑day delayed draw facility provides up to $750 million and €250 million in a single draw option through October 31, 2025, offering substantial short‑term liquidity for general corporate purposes. The facility contains customary reps, covenants and defaults and a 3.75:1 consolidated leverage covenant with a temporary 4.25:1 election after a qualifying acquisition, which limits leverage but allows short‑term acquisition flexibility under defined conditions.

Corporate Treasurer / Risk Analyst

TL;DR: Provides useful funding options but creates near‑term repayment and covenant commitments if drawn.

The delayed draw tranche is a 364‑day unsecured obligation, so if drawn it becomes a short‑term repayment requirement; this is important for cash planning. The leverage covenant at 3.75:1 is a material constraint on balance sheet flexibility, although the temporary 4.25:1 relief after a qualifying acquisition is limited to four fiscal quarters. Events of default and customary covenants are included, meaning lenders retain remedies if breaches occur. Overall, the actions are liquidity‑positive but introduce short‑term leverage and covenant monitoring needs.

SHERWIN WILLIAMS CO false 0000089800 0000089800 2025-08-08 2025-08-08

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): August 8, 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.

Revolving Credit Agreement Amendment

On August 8, 2025, The Sherwin-Williams Company (“Sherwin-Williams” or the “Company”), Sherwin-Williams Canada Inc. (“SW Canada”) and Sherwin-Williams Luxembourg S.à r.l. (“SW Luxembourg,” and together with Sherwin-Williams and SW Canada, the “Revolver Borrowers”) entered into Amendment No. 1 to Credit Agreement (the “Revolver Amendment”) with the lenders party thereto, the issuing lenders party thereto and Citibank, N.A., as administrative agent (the “Revolver Administrative Agent”). The Revolver Amendment amends that certain Credit Agreement, dated as of July 31, 2024 (the “Existing Revolving Credit Agreement,” and the Existing Revolving Credit Agreement as amended by the Revolver Amendment, the “Revolving Credit Agreement”), among the Revolver Borrowers, the lenders party thereto, the issuing lenders party thereto and the Revolver Administrative Agent. The Revolver Amendment, among other things, (i) extends the maturity date of the Existing Revolving Credit Agreement from July 31, 2029 to August 8, 2030, (ii) removes the credit spread adjustment with respect to Term SOFR (as defined in the Revolving Credit Agreement) and (iii) modifies the pricing grid.

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

Delayed Draw Term Loan Credit Agreement

On August 8, 2025, Sherwin-Williams and SW Luxembourg (together, the “DDTL Borrowers”) entered into a new 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 Administrative Agent”).

The DDTL Credit Agreement provides 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,” and together with the USD DDTL Tranche, the “DDTL Facility”) with SW Luxembourg, as borrower. The Company guarantees the obligations of SW Luxembourg under the EUR DDTL Tranche. The DDTL Facility is available to the DDTL Borrowers in a single draw, commencing on August 8, 2025 until and including October 31, 2025, and will mature 364 days from the funding date. Extensions of credit under the DDTL Credit Agreement may be used for general corporate purposes, including to finance working capital requirements.

The DDTL Credit Agreement contains representations, warranties, covenants and events of default substantially the same as those contained in the Revolving Credit Agreement. The DDTL 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 DDTL Administrative Agent may decide to, or lenders with a majority of the outstanding delayed draw term loans or delayed draw term loan commitments may require the DDTL Administrative Agent to, among other things, terminate the commitments and accelerate amounts due under the DDTL Credit Agreement. The DDTL 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 DDTL 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 DDTL 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 DDTL Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the DDTL Credit Agreement, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and 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 Revolver Amendment and the DDTL Credit Agreement is incorporated by reference into this Item 2.03.

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		Amendment No. 1 to Credit Agreement, dated as of August 8, 2025, by and among The Sherwin-Williams Company, Sherwin-Williams Canada Inc. and Sherwin-Williams Luxembourg S.à r.l., as borrowers, the lenders party thereto, the issuing lenders party thereto and Citibank, N.A., as administrative agent
4.2*		Term Loan Credit Agreement, dated as of August 8, 2025, by and among The Sherwin-Williams Company and Sherwin-Williams Luxembourg S.à r.l., as borrowers, 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 the Company 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: August 12, 2025				By:		/s/ Stephen J. Perisutti
				Name:		Stephen J. Perisutti
				Title:		Senior Vice President - Deputy General Counsel and Assistant Secretary

FAQ

What credit changes did Sherwin‑Williams (SHW) announce on August 8, 2025?

Sherwin‑Williams amended its revolver to extend the maturity to August 8, 2030, removed a Term SOFR credit spread adjustment, and modified the pricing grid.

How large is the delayed draw term loan facility arranged by SHW?

The delayed draw facility comprises a $750 million USD tranche and a €250 million Euro tranche, available in a single draw.

When can Sherwin‑Williams draw the delayed draw term loan and how long until maturity?

The DDTL is available for a single draw from August 8, 2025 through October 31, 2025 and matures 364 days from the funding date.

Does the company guarantee the Euro tranche of the DDTL?

Yes, The Sherwin‑Williams Company guarantees the obligations of Sherwin‑Williams Luxembourg under the €250 million DDTL tranche.

What leverage covenant does the DDTL include?

The DDTL contains a consolidated leverage ratio covenant limiting total funded indebtedness to EBITDA to 3.75:1, with a temporary increase to 4.25:1 for four quarters after a qualifying acquisition if elected.