Sherwin-Williams (SHW) 10-K risk factor changes: FY2024 vs FY2023

Adverse changes in general business and economic conditions in the United States and worldwide [added: have in the past adversely affected and] may [added: in the future] adversely affect our results of operations, cash flow, liquidity or financial condition.

Our business, [removed: operations,] [added: operations] and business plans and strategies are sensitive to global and regional business and economic conditions.

Adverse changes in such conditions in the United States and worldwide have in the past impacted and may in the future reduce the demand for some of our products, adversely impact our ability to predict and meet any future changes in the demand for our [removed: products,] [added: products] and impair the ability of those with whom we do business to satisfy their obligations to us, each of which could adversely affect our results of operations, cash flow, liquidity or financial condition.

Changes in inflation rates, interest rates, tax rates, unemployment rates, labor costs, healthcare costs, recessionary conditions, geopolitical conditions, governmental policies, laws and [removed: regulations,] [added: regulations (including import and export requirements such as new or increased tariffs, sanctions, quotas or trade barriers),] business disruptions due to cybersecurity incidents, terrorist activity, armed conflicts and wars (including the ongoing conflict between Russia and Ukraine and [removed: the Israel-Hamas war),] [added: Israel and Hamas),] public health crises, pandemics, outbreaks of disease, catastrophic events, adverse weather conditions or natural disasters (including those that may be related to climate change or otherwise), supply chain disruptions (including those caused by industry capacity constraints, labor shortages, raw material [removed: availability,] [added: availability] and transportation and logistics delays and [removed: constraints),] [added: constraints)] and other economic factors have in the past and could in the future adversely affect demand for some of our products, our ability to predict and meet any future changes in the demand for our products, the availability, delivery or cost of raw materials, our ability to adequately staff and maintain operations at affected facilities and our results of operations, cash flow, liquidity or financial condition and that of our customers, vendors and suppliers.

[removed: With respect to inflation in] [added: In] particular, high levels of [added: ongoing global] inflation [added: have] impacted consumer [added: and manufacturing] behavior in [removed: 2023.][added: recent years.]

We expect inflationary pressure to continue to impact consumer and manufacturing customer behavior during [removed: 2024,] [added: 2025,] including in the United States housing market as a result of elevated mortgage rates and in global industrial markets as a result of softer demand.

[removed: Any such shift in consumer and manufacturing customer behavior] [added: Such impacts] could adversely affect the demand for some of our products and our results of operations, cash flow, liquidity or financial condition.

[removed: The] [added: Although changes in inflation, the interest rate environment and the mortgage market are difficult to predict, we expect the] recent and continued combination of high interest rates and high inflation [removed: impacted] [added: to continue to impact] consumer and manufacturing customer behavior [removed: during 2023, which we expect to continue into 2024.][added: in 2025.]

[removed: Rising interest rates and] [added: These] shifts in consumer behavior have [added: in the past] adversely [removed: affected] [added: impacted] and may [removed: continue to] [added: in the future] adversely

[removed: affect] [added: Interest rates, in particular, drive shifts in consumer behavior with respect to] the [added: housing market, and have in the past adversely affected and may in the future adversely affect] demand for new residential homes, existing home turnover and new non-residential construction.

[removed: In the U.S. construction and housing segments, we] [added: We] continue to see project backlogs [added: in these segments] due to contractors experiencing a shortage of skilled workers, resulting in an adverse effect on the growth rate of demand for our products.

[removed: If any of the banks in these] credit and financing facilities are unable to perform on their commitments, such inability could adversely impact our cash flow, liquidity or financial condition, including our ability to obtain funding for working capital needs and other general corporate purposes.

At December 31, [removed: 2023,] [added: 2024,] we had total debt of approximately [removed: $9.851] [added: $9.888] billion, which is [removed: a decrease] [added: an increase] of [removed: $718.8] [added: $37.5] million since December 31, [removed: 2022.][added: 2023.]

We have the ability under our existing credit facilities [added: and otherwise] to incur substantial additional indebtedness in the future.

[added: Our ability to generate cash, to a certain extent, is subject to general business, economic,] financial, competitive, legislative, regulatory and other factors beyond our control, including supply chain disruptions, adverse weather conditions or natural disasters, armed conflicts and wars, changes in raw material and energy supplies, public health crises and pricing and related impacts.

[removed: Payments to us by our] subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations.

Our primary exchange rate exposure is with the [removed: Euro, the Brazilian Real,] [added: euro,] the Mexican [removed: Peso,] [added: peso,] the [added: Brazilian real, the] Canadian [removed: Dollar,] [added: dollar,] the [added: British pound, the] Chinese [removed: Yuan,] [added: yuan,] the [removed: British Pound,] [added: Chilean peso] and the Argentine [removed: Peso,] [added: peso,] each against the U.S. [removed: Dollar.][added: dollar.]

While we actively manage the exposure of our foreign currency risk as part of our overall financial risk management policy, we have in the past and may in the future experience losses from foreign currency exchange rate [removed: fluctuations,] [added: fluctuations] and currency controls and restrictions, and such losses could adversely affect our sales, earnings, cash flow, liquidity or financial condition.

Factors such as political instability, higher tariffs, [added: import/export restrictions,] supply chain disruptions, adverse weather conditions and natural disasters (including those that may be related to climate change or otherwise), armed conflicts and wars, or public health crises have impacted and may in the future [removed: disrupt] [added: adversely impact] the availability [added: and cost] of raw [removed: material] [added: materials] and fuel supplies, [removed: adversely impact] our ability to meet customer demands for some of our [removed: products or] [added: products,] adequately staff and maintain operations at affected [removed: facilities,] [added: facilities] and [removed: increase] our [removed: costs.][added: costs generally.]

[added: In addition, environmental and social] regulations, including regulations related to climate change or otherwise, have in the past and may in the future negatively impact us or our suppliers in terms of availability and cost of raw materials, as well as sources and supply of energy.

Wars, armed conflicts, political instability, civil disturbances and unrest, terrorist [removed: attacks,] [added: attacks] and actions by governments in these areas (such as the ongoing conflict between Russia and Ukraine and [removed: the Israel-Hamas war] [added: Israel] and [added: Hamas and] any expansion or increase in the severity and intensity of such) may decrease the supply and increase the price of raw materials that we use for our business, which could have a material adverse effect on our sales, earnings, cash flow or results of operations.

For example, although we do not have significant operations in the region, the [removed: Israel-Hamas war] [added: conflict between Israel and Hamas] has caused disruption, instability and volatility in supply chains and logistics, including shipping disruptions in the Red Sea and surrounding waterways.

Following two years of historic inflation, [removed: some] [added: certain] raw material and energy prices decreased in [removed: 2023,] [added: 2023 and 2024,] particularly resins and solvents derived from petrochemical feedstock sources such as propylene and ethylene.

[removed: From time to time, catastrophic events, adverse weather conditions and natural disasters (including] those that may be related to climate change or otherwise) have caused business disruptions and have had an adverse effect on our sales, manufacture and distribution of paint, coatings and related products.

In the event of catastrophic events, adverse weather conditions or a natural disaster [removed: cause] [added: causing] significant damage to any one or more of our principal manufacturing or distribution facilities, we may not be able to manufacture the products needed to meet customer demand, which could have an adverse effect on our sales of certain paint, coatings and related products.

Catastrophic events, adverse weather conditions or natural disasters and their impacts have in the past resulted, and may in the future result, in industry-wide supply chain disruptions, increased raw material and other [removed: costs,] [added: costs] and our hindered ability to manufacture the products needed to fully meet customer demand.

During [removed: 2023,] [added: 2024,] no individual customer accounted for sales totaling more than ten percent of our sales.

[added: Some of our competitors operate more] extensively in certain regions around the world and have greater financial or operational resources to compete internationally.

They may secure better terms from certain vendors, adopt more aggressive [removed: pricing,] [added: pricing] and devote more resources to certain product lines or parts of their business.

Risks and uncertainties associated with our expansion into and our operations in [removed: Asia, Europe,] South [removed: America] [added: America, Asia, Europe] and other foreign markets [added: have in the past and] could [added: in the future] adversely affect our results of operations, cash flow, liquidity or financial condition.

Net sales of our consolidated foreign subsidiaries totaled approximately 19.2%, [removed: 19.4%] [added: 19.2%] and [removed: 21.2%] [added: 19.4%] of our total consolidated Net sales in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Our results of operations, cash flow, liquidity or financial condition [added: have in the past and] could [added: in the future] be adversely affected by a variety of domestic and international factors, including general economic conditions, political instability, inflation rates, recessions, sanctions, tariffs, foreign currency exchange rates, foreign currency exchange controls, interest rates, foreign investment and repatriation restrictions, legal and regulatory constraints, civil unrest, armed conflicts and wars (including the ongoing conflict between Russia and Ukraine and [removed: the Israel-Hamas war),] [added: Israel and Hamas),] difficulties in staffing and managing foreign operations and other economic and political factors.

International, [removed: national,] [added: national] and regional laws, [removed: regulations,] [added: regulations] and policies that have the effect of restricting global trade and markets and restricting the import and export of products, services and technology, or those of our customers, or for the benefit of favored industries or sectors, could interfere with our operations, supply chain, manufacturing costs and customer relationships and harm our business.

Expanding export controls or limits on foreign investment, for example, [removed: can] [added: has in the past and could in the future] impact the global supply of raw materials.

Government actions taken in connection with the United States-China trade conflict [added: has in the past and] could [added: in the future] impact business, including sales, imports and exports.

Our business benefits from free trade agreements, which may include the United States-Mexico-Canada Agreement and EU-UK Trade and Cooperation Agreement, and efforts to withdraw from, or substantially modify such agreements, in addition to trends such as protectionism or [removed: nationalism,] [added: nationalism] and the implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs, import or export licensing requirements, exchange controls or new barriers to entry, could have a material adverse effect on our results of operations, financial condition or cash flow and that of our customers, vendors and suppliers.

[removed: Cybersecurity incidents and other disruptions] [added: Disruptions] to our information technology [removed: systems] [added: systems, including due to digitization efforts or cybersecurity incidents,] may interfere with our [removed: operations,] [added: operating and financial processes,] result in the compromise or loss of critical and confidential information and severely harm our business.

[removed: These information] [added: Information] technology systems are important to many [added: of our] business-critical [removed: processes including, but not limited to,] [added: operating and financial processes, including] production planning, manufacturing, distribution, [removed: finance, company operations, research] [added: communication with our employees, customers] and [removed: development,] [added: suppliers,] sales and customer [removed: service.][added: service, research and development, recording and processing transactions and the production of accurate and timely reports on our financial and operating results.]

Some of [removed: these] [added: the information technology] systems [added: we rely on] are maintained or operated by third-party providers, including cloud-based systems.

[removed: Cyber] [added: Cybersecurity incidents,] attacks and cybersecurity threats are increasingly sophisticated, constantly evolving and originate from many sources [removed: globally,] [added: globally] and often cannot be recognized or understood until the target has already been attacked.

In addition, market uncertainty and volatility in various geographies have been magnified as a result of potential shifts in U.S. and foreign trade, economic and other policies following the 2024 U.S. presidential and congressional elections, and any such actual shifts, including price increases on certain raw materials, or changes in the availability of, or tariffs on certain imported raw materials, could adversely impact our results of operations, cash flow, liquidity or financial condition.

impact demand for some of our products, and our results of operations, cash flow, liquidity or financial condition.

Although the Federal Reserve cut interest rates in 2024, mortgage rates have remained high and we have not experienced meaningful positive impacts on demand for our products that serve these segments of the economy to date.

In the U.S. construction and housing segments, labor markets are impacted by a number of factors, including high employment levels, unemployment programs and subsidies, immigration laws and volatility in general macroeconomic factors.

From time to time, catastrophic events, adverse weather conditions and natural disasters (including

We rely on information technology systems to conduct our business.

In connection with our digitization initiative, we have begun a multi-year phased process to upgrade and harmonize certain components of our information technology systems, including our financial processing systems.

We are making significant investments in this complex, enterprise-wide initiative.

Planned implementations will lead to changes in our operating and financial processes as well as our internal control over financial reporting.

Disruptions to our information technology systems could occur if we do not effectively design or implement these systems solutions, or otherwise fail to manage resulting changes in processes and controls.

This could adversely affect our operations, negatively impact our financial reporting and the effectiveness of our internal control over financial reporting and have a material adverse effect on our business, results of operations and financial condition.

hybrid in-office work environments and managing our global operating and financial processes.

Although we implement various controls to try to mitigate risks to our systems, information and other property, there can be no guarantee that the actions and controls we have implemented, or which we have caused third-party service providers to implement, will be sufficient to protect and mitigate risks to our systems, information or other property.

The domestic and international regulatory environment related to information security, data collection and transfer, digital marketing or telemarketing and privacy is increasingly rigorous and complex, with new and rapidly changing requirements applicable to our business, which often require changes to our business practices.

A number of factors may adversely affect the labor force available to us or increase labor costs generally, including high employment levels, population migration, unemployment programs and subsidies, immigration laws and volatility in general macroeconomic factors impacting the labor market.

Although we have not experienced any material labor shortage to date, over the past few years, we have experienced an increasingly competitive labor market.

A sustained labor shortage or increased turnover rates within our employee base (or within the employee base of key suppliers or third-party manufacturers), could negatively affect our supply chain or our ability to efficiently operate our manufacturing and distribution facilities and overall business.

technological developments; increased costs; the availability of requisite suppliers, energy sources, or financing; and changes in carbon markets.

Our business could be adversely affected by the infringement or loss of our intellectual property rights or by the theft or unauthorized use of our trade secrets or other confidential business information.

In addition, advances in artificial intelligence technology and increasingly widespread use of generative artificial intelligence tools may increase the risk of unauthorized access to intellectual property, may increase the risk that existing intellectual property law may not provide adequate protection and may introduce potential liability from the use of artificial intelligence tools.

If any of the banks in these

Payments to us by our

Compliance with these requirements, including the European Union’s General Data Protection Regulation, China’s Personal Information Protection, Data Security, and Cyber Security Laws, the California Consumer Privacy Act as amended by the California Privacy Rights Act, other U.S. state privacy laws, and a growing number of other international and domestic regulations, are costly and will result in additional costs in our efforts to continue to comply.

These laws and regulations can provide for significant penalties for non-compliance, which could result in additional costs of compliance, enforcement actions, regulatory investigations, and fines, individual or class action litigation, commercial litigation, or reputational harm.

Ongoing efforts to comply with these laws also may divert management and employee attention from other business and growth initiatives.

For example, the European Union Corporate Sustainability Reporting Directive requires that we make expansive disclosures on various environmental- and social-related topics.

Similarly, California has enacted legislation that will require broad disclosures, including of greenhouse gas emissions.

Chemicals we use in our products, packaging and operations may be restricted or prohibited by initiatives to address new and existing chemicals under current laws and regulations or by emerging laws and regulations in domestic and foreign jurisdictions.

They may also require us to alter the contents our products and/or product packaging, which may

alter the performance and profitability of such products and packaging.

The Company will

Interest rates increased substantially in 2022 and 2023 and may continue to increase.

Our ability to generate cash, to a certain extent, is subject to general business, economic,

In addition, environmental and social

Some of our competitors operate more

We rely on information technology systems to conduct our business, including recording and processing transactions, manufacturing and selling our products, researching and developing new products, maintaining and growing our competitive position, and supporting and communicating with our employees, customers, suppliers and other vendors.

While we maintain cybersecurity insurance, costs related to a cyberattack may exceed the amount of our insurance coverage or may be excluded under the terms of the policy.

We continue to mitigate these risks in a number of ways, including through additional investment, engagement of third-party experts and consultants, improving the security of our facilities and systems (including through upgrades to our security and information technology systems), providing annual training for all employees (with more enhanced or frequent training based on role or responsibility), assessing the continued appropriateness of relevant insurance coverage and strengthening our controls and procedures to identify, detect, protect against, respond to and mitigate these threats.

We continue to face elevated wage rates and intense competition for talent due to the ongoing impacts of a tightened labor market and other macroeconomic conditions.

To the extent we are unable to remain competitive with our total rewards programs (which include compensation and benefits programs and practices), talent management strategy,

Inability to protect or enforce our material trademarks and other intellectual property rights could have an adverse effect on our business.

The Sherwin-Williams Company, founded in 1866, [removed: and its consolidated wholly owned subsidiaries (collectively, the Company) are] [added: is] engaged in the development, manufacture, distribution and sale of paint, coatings and related products to professional, industrial, commercial and retail customers primarily in North and South America with additional operations in the Caribbean region and throughout Europe, Asia and Australia.

The Company is structured into three reportable segments – Paint Stores Group, Consumer Brands Group and Performance Coatings Group (collectively, the Reportable Segments) – and an Administrative [removed: segment] [added: function] in the same way it is internally organized for assessing performance and making decisions regarding the allocation of resources.

See Note [removed: 23] [added: 22] to the [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8 for additional information on the Company’s Reportable Segments.

- Consolidated Net sales increased [removed: 4.1%] in the year to a record [removed: $23.052] [added: $23.099] billion

◦Net sales from stores in the Paint Stores Group open more than twelve calendar months increased [removed: 6.8%] [added: 1.7%] in the year

- Diluted net income per share increased [removed: 19.8%] [added: 14.1%] to [removed: $9.25] [added: $10.55] per share in the year compared to [removed: $7.72] [added: $9.25] per share in the full year [removed: 2022][added: 2023]

◦Adjusted diluted net income per share increased [added: 9.5%] to [removed: $10.35] [added: $11.33] per share in the year compared to [removed: $8.73] [added: $10.35] per share in the full year [removed: 2022][added: 2023]

- Generated Net operating cash of [removed: $3.522] [added: $3.153] billion, or [removed: 15.3%] [added: 13.7%] of [removed: net] [added: Net] sales, in the year

- Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) increased [removed: 17.5%] [added: 6.0%] in the year to [removed: $4.239] [added: $4.492] billion or [removed: 18.4%] [added: 19.4%] of [removed: net] [added: Net] sales

Within Paint Stores Group and Consumer Brands Group, we anticipate continued [removed: inflationary pressure in 2024] [added: economic pressures] to impact consumer behavior in both [removed: the United States] [added: North America] and [removed: Europe, particularly] [added: Europe] in [removed: housing markets.][added: 2025.]

Demand softness is forecasted in General Industrial due to negative manufacturing trends in North [removed: America, Europe] [added: America] and [removed: Brazil] [added: Europe] and [removed: in Packaging due to] [added: choppiness is] expected [removed: flat-to-down volumes] in [removed: the food] [added: Automotive Refinish, Protective] and [removed: beverage industry.][added: Marine and Industrial Wood.]

Long-term debt maturities due in [removed: 2024] [added: 2025] are [removed: $1.100] [added: $1.050] billion and are expected to be refinanced at higher interest rates.

[added: Lastly, we plan to] expand our footprint by opening 80 to 100 new stores in the United States and Canada in [removed: 2024, and pursue] [added: 2025, continue to evaluate] acquisitions that align with our long-term growth [removed: strategy.][added: strategy and return value to our shareholders through the payment of dividends and the reinvestment of excess cash for share repurchases of Company stock.]

[removed: Please see] [added: See] Item 1A Risk Factors [removed: in Part I of this Annual Report on Form 10-K] for further information regarding the current and potential impact of [added: general business and] macroeconomic [removed: conditions on the Company,] [added: conditions,] including [removed: those relating to] [added: inflation rates and interest rates,] supply chain disruptions, raw material [removed: availability, foreign currency] [added: availability] and [removed: inflation.][added: fluctuations in foreign currency.]

The following discussion and analysis addresses comparisons of material changes in the consolidated financial statements for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

For comparisons of the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] see Management’s Discussion and Analysis of Financial Condition and Results of Operations in [removed: Part II,] Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022] [added: 2023] filed on February [removed: 22, 2023.][added: 20, 2024.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ Change | | | | | | % Change | | | | | | Currency Impact | | | | | | [removed: Acquisitions] [added: Acquisition] and [removed: Divestitures] [added: Divestiture] Impact | | |

Net sales of all consolidated foreign subsidiaries [removed: increased 3.1%] [added: decreased] to [added: $4.426 billion in 2024 compared to] $4.428 billion [removed: for] [added: in] 2023 [removed: versus $4.294 billion for 2022 due] primarily [added: due] to [removed: growth] [added: unfavorable currency translation impact] in [removed: the Europe and] Latin America [removed: regions, partially offset by] [added: and] lower [removed: net] [added: Net] sales in [removed: the] Asia [removed: region] as a result of the divestiture of the China architectural [removed: business.][added: business, partially offset by higher Net sales in Europe as a result of acquisitions.]

Net sales of all operations other than consolidated foreign subsidiaries increased [removed: 4.3%] to [removed: $18.624] [added: $18.673] billion for [removed: 2023 versus $17.855] [added: 2024 compared to $18.624] billion for [removed: 2022.][added: 2023.]

Net sales in the Paint Stores Group increased [removed: 7.3%] [added: 2.7%] primarily due to [removed: mid-single digit] sales volume growth and selling price increases, which [added: both] impacted [removed: net] [added: Net] sales by a low-single digit percentage.

Net sales from stores in the Paint Stores Group open for more than twelve calendar months increased [removed: 6.8%] [added: 1.7%] in the year over the prior year comparable period.

During [removed: 2023,] [added: 2024,] the Paint Stores Group opened [removed: 76] [added: 84] new stores and closed [removed: 6] [added: 5] locations for a net increase of [removed: 70] [added: 79] stores.

The total number of stores in operation at December 31, [removed: 2023] [added: 2024] was [removed: 4,694] [added: 4,773] in the United States, Canada and the Caribbean region.

Sales of products other than paint increased [removed: approximately 5.0%] [added: 0.6%] over last year.

In [removed: 2023,] [added: 2024,] the Performance Coatings Group added [removed: 5] [added: 2] net new branches, increasing the total to [removed: 322 branches open in the United States, Canada, Mexico, South America, Europe and Asia.][added: 324 branches.]

Net sales in the Administrative [removed: segment,] [added: function,] which primarily consists of external leasing revenue, [removed: remained flat] [added: increased by an insignificant amount] in [removed: 2023.][added: 2024.]

The following table presents the components of [removed: income] [added: Income] before income taxes as a [removed: percentage] [added: percent] of [removed: net] [added: Net] sales:

| | | | [removed: 2023] [added: 2024] | | | | | | [added: 2023] | | | | | | 2022 | | | [removed: | | | | | |]

| Net sales | | | $ | [removed: 23,051.9] [added: 23,098.5] | | | | | 100.0 | | % | | | | $ | [removed: 22,148.9] [added: 23,051.9] | | | | | 100.0 | | % |

| Cost of goods sold | | | [removed: 12,293.8] [added: 11,903.4] | | | | | | [removed: 53.3] [added: 51.5] | | % | | | | [removed: 12,823.8] [added: 12,293.8] | | | | | | [removed: 57.9] [added: 53.3] | | % |

| Gross profit | | | [removed: 10,758.1] [added: 11,195.1] | | | | | | [removed: 46.7] [added: 48.5] | | % | | | | [removed: 9,325.1] [added: 10,758.1] | | | | | | [removed: 42.1] [added: 46.7] | | % |

| Selling, [removed: general,] [added: general] and administrative expenses (SG&A) | | | [removed: 7,065.4] [added: 7,422.1] | | | | | | [removed: 30.6] [added: 32.1] | | % | | | | [removed: 6,331.6] [added: 7,065.4] | | | | | | [removed: 28.6] [added: 30.6] | | % |

| Other general [removed: expense] (income) [added: expense] - net | | | [removed: 67.1] [added: (38.8)] | | | | | | [removed: 0.3] [added: (0.1)] | | % | | | | [removed: (24.9)] [added: 67.1] | | | | | | [removed: (0.1)] [added: 0.3] | | % |

| Impairment | | | [removed: 57.9] [added: —] | | | | | | [removed: 0.3] [added: —] | | % | | | | [removed: 15.5] [added: 57.9] | | | | | | [removed: 0.1%] [added: 0.3] | | [added: %] |

| Interest expense | | | [removed: 417.5] [added: 415.7] | | | | | | 1.8 | | % | | | | [removed: 390.8] [added: 417.5] | | | | | | 1.8 | | % |

| Interest income | | | [removed: (25.2)] [added: (11.0)] | | | | | | [removed: (0.1)] [added: —] | | % | | | | [removed: (8.0)] [added: (25.2)] | | | | | | [removed: —] [added: (0.1)] | | % |

| Other [removed: expense] (income) [added: expense] - net | | | [removed: 65.5] [added: (44.7)] | | | | | | [removed: 0.3] [added: (0.2)] | | % | | | | [removed: 47.0] [added: 65.5] | | | | | | [removed: 0.1] [added: 0.3] | | % |

| Income before income taxes | | | $ | [removed: 3,109.9] [added: 3,451.8] | | | | | [removed: 13.5] [added: 14.9] | | % | | | | $ | [removed: 2,573.1] [added: 3,109.9] | | | | | [removed: 11.6] [added: 13.5] | | % |

Consolidated Cost of goods sold decreased [removed: $530.0] [added: $390.4] million, or [removed: 4.1%,] [added: 3.2%,] in [removed: 2023] [added: 2024] compared to the same period in [removed: 2022] [added: 2023] primarily due to lower sales [removed: volumes] [added: volume] in the Consumer Brands [removed: and Performance Coatings Groups] [added: Group] and moderating raw material costs, partially offset by higher sales [removed: volume] [added: volumes] in the Paint Stores [removed: Group] and [removed: the impacts of increases in wages and other employee-related expenses.][added: Performance Coatings Groups.]

Consolidated Gross profit as a percent to consolidated Net sales increased to [removed: 46.7%] [added: 48.5%] in [removed: 2023] [added: 2024] from [removed: 42.1%] [added: 46.7%] in [removed: 2022.][added: 2023 for these same reasons.]

Sherwin-Williams delivered strong 2024 results despite continued choppy macroeconomic conditions.

Full year Net sales grew to a record level, gross margin expanded and Diluted net income per share increased by a double-digit percentage.

We continued to generate strong cash flow from operations which was used for investment, an acquisition and returning cash to shareholders through dividends and repurchases of our common stock.

We enter 2025 with confidence in our differentiated strategy, Success by Design, that continues to deliver innovative and productive solutions for our customers.

Although we expect demand softness to persist in several end markets, we have significant above-market growth opportunities in each business.

We will continue to support our growth strategy by executing initiatives within our enterprise priorities, including talent, simplification, digitization, supply chain responsiveness and sustainability.

Our recent investments in sales reps, training and digital tools, coupled with home builder relationships are expected to drive above-market growth opportunities.

The outlook for the Performance Coatings Group is varied by end market and region with expected growth in Coil driven by significant new account wins and Packaging as we support customer conversions to our ValPure® coating which complies with European regulations.

As it relates to consolidated expenses, we expect raw material and employee-related costs to be up by a low-single digit percentage, offset by cost saving simplification efforts across our supply chain such as capacity and productivity improvements.

We have a strong liquidity position, with $210.4 million in cash and $3.274 billion of unused capacity under our credit facilities at December 31, 2024 and expect to end 2025 within our target debt-to-EBITDA leverage ratio of 2 to 2.5 times.

We are, and expect to remain, in compliance with all financing covenants.

Together with the long-term debt maturities refinanced during 2024, Interest expense is expected to increase by approximately $40 million in 2025.

In addition, we expect to incur additional costs associated with the transition into our new global headquarters and research and development (R&D) center in 2025 of approximately $100 million, which includes approximately $80 million of Selling, general and administrative expenses and approximately $20 million of Interest expense.

| Paint Stores Group | | | $ | 13,188.0 | | | | | $ | 12,839.5 | | | | | $ | 348.5 | | | | | 2.7 | | % | | | | — | | % | | | | — | | % |

| Consumer Brands Group | | | 3,108.0 | | | | | | 3,365.6 | | | | | | (257.6) | | | | | | (7.7) | | % | | | | (2.9) | | % | | | | (1.4) | | % |

| Performance Coatings Group | | | 6,797.3 | | | | | | 6,843.1 | | | | | | (45.8) | | | | | | (0.7) | | % | | | | (0.8) | | % | | | | 1.2 | | % |

| Administrative | | | 5.2 | | | | | | 3.7 | | | | | | 1.5 | | | | | | 40.5 | | % | | | | 2.7 | | % | | | | — | | % |

| Total | | | $ | 23,098.5 | | | | | $ | 23,051.9 | | | | | $ | 46.6 | | | | | 0.2 | | % | | | | (0.7) | | % | | | | 0.1 | | % |

Consolidated Net sales for 2024 increased 0.2% primarily due to higher sales in the Paint Stores Group.

This increase was partially offset by lower sales in the Consumer Brands and Performance Coatings Groups.

Net sales in the Consumer Brands Group decreased 7.7% in 2024 primarily due to a low-single digit percentage sales volume decline primarily due to soft DIY demand in North America, 2.9% unfavorable foreign currency translation driven by Latin America and the impact from divestitures in the prior year.

In 2024, the Consumer Brands Group opened 18 new stores and closed 2 locations for a net increase of 16 new stores.

The total number of stores in operation at December 31, 2024 was 334 in Latin America.

Net sales in the Performance Coatings Group decreased 0.7% in 2024 primarily due to selling price decreases, largely attributable to product mix, which impacted Net sales by a low-single digit percentage and unfavorable foreign currency translation.

These decreases were partially offset by low-single digit volume growth, inclusive of the acquisition of SIC Holding GmbH in 2023 and the acquisition of a metal packaging coatings business in 2024.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

The Consumer Brands Group’s SG&A decreased $19.2 million or 2.2% for the year primarily due to effective cost control in managing the operations of the business, partially offset by higher employee-related costs.

The change was primarily attributable to a decrease in provisions for environmental matters, net in the Administrative function and increased net gains on sale or disposition of assets.

This activity was partially offset by the non-recurring gain recognized in 2023 related to the divestiture of a non-core domestic aerosol business.

There was no impairment in 2024.

Asset impairment of $34.0 million related to the divestiture of the China architectural business and impairment related to trademarks of $23.9 million primarily related to a trademark in Europe were recorded in 2023.

Other (income) expense - net changed by $110.2 million from expense of $65.5 million in 2023 to income of $44.7 million in 2024 primarily due to lower foreign currency transaction related losses in 2024 compared to 2023 and an increase in miscellaneous income.

In addition, a $12.8 million loss on extinguishment of debt was recognized in 2023.

This activity was partially offset by a decrease in miscellaneous pension income and investment gains.

| Administrative | | | (1,068.6) | | | | | | (1,051.8) | | | | | | (16.8) | | | | | | (1.6) | | % |

| Total | | | $ | 3,451.8 | | | | | $ | 3,109.9 | | | | | $ | 341.9 | | | | | 11.0 | | % |

The decrease in the effective rate was primarily due to a more favorable impact of tax benefits related to employee share-based payments.

The other significant components of the Company’s effective tax rate were consistent year-over-year.

The Company generated $3.153 billion in Net operating cash and invested $1.014 billion in capital expenditures and approximately $80 million in the acquisition of a metal packaging coatings business.

The Company also returned cash of $2.462 billion to shareholders in the form of cash dividends and share repurchases during the year.

Effective January 1, 2023, the Company changed its organizational structure to manage and report the Latin America architectural paint business within the Consumer Brands Group to more closely align demand and service model trends with its current business strategy.

The Latin America business was formerly part of The Americas Group, which has become the Paint Stores Group concurrent with this change.

The Company will report segment results for the newly realigned Paint Stores Group and Consumer Brands Group for both current and prior periods presented herein.

During 2023, we executed on our strategy to provide differentiated solutions to enable our customers to increase their productivity and profitability.

Net sales grew to a record level, gross margin expanded due to moderating raw material costs and carryover price increases, and Net operating cash increased due to record Net income and improved working capital management.

This performance enabled us to continue to invest in our business through customer-focused innovation, complete the acquisition of SIC Holding GmbH, reduce short-term borrowings and long-term debt, and return capital to shareholders through dividends and share repurchases.

We enter 2024 with confidence, energy and a commitment to seize profitable growth opportunities in our targeted end-markets, although uncertainties do remain in the marketplace.

While mortgage rates are expected to remain high compared to recent historical levels, we expect them to moderate and positively impact new and existing residential sales volume.

We also remain focused on gaining market share and leveraging our strategic investments to counteract forecasted declines in remodeling spend in 2024.

The outlook for the Performance Coatings Group is varied by end market and region with expected resilience in Automotive Refinish and tailwinds in Industrial Wood.

As it relates to consolidated expenses, while we expect raw material costs to be down by a low-single digit percentage, certain other costs, such as wages, healthcare, energy and transportation are expected to increase.

Selling, general and administrative expenses are expected to increase moderately in 2024 to support targeted investments, but remain tightly controlled in non-customer facing functions.

We have plans to continue to invest in the construction of new facilities, including our new global headquarters in downtown Cleveland, Ohio and new research and development center in the Cleveland suburb of Brecksville, and in the expansion of certain existing manufacturing and distribution facilities.

We plan to

We will also return value to our shareholders through the payment of dividends and the reinvestment of excess cash for share repurchases of Company stock.

| Paint Stores Group | | | $ | 12,839.5 | | | | | $ | 11,963.3 | | | | | $ | 876.2 | | | | | 7.3 | | % | | | | (0.1) | | % | | | | — | | % |

| Consumer Brands Group | | | 3,365.6 | | | | | | 3,388.4 | | | | | | (22.8) | | | | | | (0.7) | | % | | | | (0.4) | | % | | | | (1.9) | | % |

| Performance Coatings Group | | | 6,843.1 | | | | | | 6,793.5 | | | | | | 49.6 | | | | | | 0.7 | | % | | | | 0.3 | | % | | | | 4.1 | | % |

| Administrative | | | 3.7 | | | | | | 3.7 | | | | | | — | | | | | | — | | % | | | | — | | % | | | | — | | % |

| Total | | | $ | 23,051.9 | | | | | $ | 22,148.9 | | | | | $ | 903.0 | | | | | 4.1 | | % | | | | — | | % | | | | 1.0 | | % |

Consolidated Net sales for 2023 increased 4.1% primarily due to selling price increases, volume growth due to higher architectural sales volume in the Paint Stores Group and a 1.0% net increase from the impact of acquisitions and divestitures completed during the past twelve months, partially offset by sales volume decreases in the Consumer Brands and Performance Coatings Groups.

Net sales in the Consumer Brands Group decreased 0.7% in 2023 primarily due to a low-single digit sales volume decrease and a 1.9% decrease from the impact of divestitures, partially offset by selling prices increases, which impacted net sales by a mid-single digit percentage.

Net sales in the Performance Coatings Group increased 0.7% in 2023 primarily due to selling price increases, which impacted net sales by a mid-single digit percentage, and a 4.1% increase from the impact of acquisitions completed during the past twelve months, partially offset by a high-single digit sales volume decrease.

In 2023, certain manufacturing and distribution costs (excluding raw materials) incurred within the Consumer Brands Group were in excess of the Company’s standard conversion cost estimates established at the beginning of the year.

Consistent with prior years, these expenses were related to supply chain inefficiencies and remained within the manufacturing and distribution operations of the Consumer Brands Group.

Consolidated Gross profit increased $1.433 billion, or 15.4%, in 2023 compared to the same period in 2022.

The Consumer Brands Group’s SG&A increased $64.5 million for the year primarily due to higher employee-related expenses and increased spending to support higher sales levels in Latin America.

The change was primarily attributable to an increase in provisions for environmental matters - net due to new information which impacted the estimate of required remediation at certain Major Sites and other Company locations.

In addition, the Company incurred a modest loss on the sale or disposition of assets versus a gain in the prior year.

These decreases were offset by a gain on the sale of a non-core domestic aerosol business in 2023.

As a result of these actions in Argentina, the Company incurred a loss of $41.8 million.

In addition, the Company incurred a loss on the extinguishment of its Debentures due 2027 and 2097 of $12.8 million.

These increases were partially offset by gains on investments held in the Administrative segment and miscellaneous pension and benefit income.

| Administrative | | | (1,051.8) | | | | | | (824.1) | | | | | | (227.7) | | | | | | (27.6) | | % |

| Total | | | $ | 3,109.9 | | | | | $ | 2,573.1 | | | | | $ | 536.8 | | | | | 20.9 | | % |

The increase in the effective rate was primarily due to an unfavorable change in the jurisdictional mix of earnings.

related to the Restructuring Plan of $0.05 per share.

The Company generated $3.522 billion in Net operating cash, primarily due to higher net income and improved working capital management.

This strong cash generation enabled the Company to invest $1.011 billion in capital expenditures and approximately $265 million in the acquisition of SIC Holding, reduce short-term borrowings and long-term debt by $718.8 million and return $2.056 billion to shareholders in the form of cash dividends and share repurchases during the year.

During 2023, the Company generated EBITDA of $4.150 billion and Adjusted EBITDA of $4.239 billion.

In [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] the Company utilized U.S. [removed: Dollar] [added: dollar] to [removed: Euro] [added: euro] cross currency swap contracts to hedge the Company’s net investment in its European operations.

See Note [removed: 17] [added: 16] to the [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8.

The Company entered into forward foreign currency exchange contracts during [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022 primarily] to hedge against value changes in foreign currency.

There were no material contracts outstanding at December 31, [removed: 2023.][added: 2024.]

Forward foreign currency exchange contracts are described in Note [removed: 20] [added: 19] to the [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8.

As used in this report, the terms “Sherwin-Williams,” “Company,” “we”, “us” and “our” mean The Sherwin-Williams Company and its consolidated [removed: subsidiaries unless the context indicates otherwise.][added: subsidiaries.]

We make available free of charge on or through our website our Annual Reports on Form 10-K, Quarterly Reports on Form [removed: 10-Q and] [added: 10-Q,] Current Reports on Form [removed: 8-K,] [added: 8-K] and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (SEC).

The Company reports all other business activities and immaterial operating segments that are not reportable in the Administrative [removed: segment.][added: function.]

For more information about the Reportable Segments, see Note [removed: 23] [added: 22] to the [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8.

Paint Stores Group consisted of [removed: 4,694] [added: 4,773] company-operated specialty paint stores in the United States, Canada and the Caribbean region at December 31, [removed: 2023.][added: 2024.]

Each store [removed: in this segment] is engaged in servicing the needs of architectural and industrial paint contractors and do-it-yourself homeowners.

Sales and marketing of certain controlled brand and private-label products [removed: is] [added: are] performed by a direct sales staff.

The Consumer Brands Group also consisted of [removed: 318] [added: 334] company-operated specialty paint stores in Latin America at December 31, [removed: 2023.][added: 2024.]

Each store [removed: in this segment] is engaged in servicing the needs of home, commercial and industrial projects to contractors and do-it-yourself customers in Latin America.

Approximately [removed: 61%] [added: 63%] of the total sales of the Consumer Brands Group in [removed: 2023] [added: 2024] were intersegment transfers of products primarily sold through the Paint Stores Group.

Sherwin-Williams® and other controlled brand products are distributed through the Paint Stores Group, this segment’s [removed: 322] [added: 324] company-operated branches, a direct sales staff and outside sales representatives to retailers, dealers, jobbers, licensees and other third-party distributors.

Also included in the Administrative [removed: segment is] [added: function was] interest expense, interest and investment income, certain expenses related to closed facilities and environmental-related matters and other expenses [removed: which are] [added: that were] not directly associated with the Reportable Segments.

The Administrative [removed: segment does] [added: function did] not include any significant foreign operations.

[removed: Also included in the Administrative segment is] [added: In addition, it includes] the operations of a real estate management unit that is responsible for the ownership, management and leasing of non-retail properties held primarily for use by the [removed: Company] [added: Company, including the Company’s current global headquarters] and [added: research and development center and] disposal of idle facilities.

Sales of this [removed: segment represent] [added: function represented] external leasing revenue.

[removed: Material gains] [added: Gains] and losses from the sale of property [removed: are infrequent and] [added: were] not a significant operating factor in determining the performance of the Administrative [removed: segment.][added: function.]

Raw materials may vary considerably by the specific paint or coating being manufactured but can generally be divided into the following categories: resins and latex, pigments, additives, [removed: solvents,] [added: solvents] and metal or plastic containers.

There is no significant seasonality in sales for the Administrative [removed: segment.][added: function.]

*•Paint Stores Group:* Sherwin-Williams®, A-100®, Builders Solution®, Captivate®, Cashmere®, Duration®, Emerald®, Gallery Series™, Kem Tone®, Latitude®, Loxon®, Metalatex®, Novacor®, Painters Edge [removed: Plus™,] [added: Plus®,] ProClassic®, ProCraft®, Pro Industrial™, ProMar®, Scuff Tuff®, SuperDeck®, SuperPaint®, Woodscapes®

Although patents and licenses are not of material importance to our business as a whole or any segment, [removed: the Performance Coatings Group] [added: each segment] derives a portion of its income from the licensing of technology, trademarks and trade names to foreign companies.

We believe that sufficient productive capacity currently exists to fulfill our needs for paint, coatings and related products during [removed: 2024.][added: 2025.]

Technology, product quality, product innovation, breadth of product line, technical expertise, distribution, service and price are [removed: the] key competitive factors for this segment.

The Administrative [removed: segment] [added: function] has many competitors consisting of other real estate owners, developers and managers in areas in which this segment owns property.

At December 31, [removed: 2023,] [added: 2024,] we employed [removed: 64,088] [added: 63,890] people worldwide, of which approximately 75% were in the United [removed: States and 25% were in other global regions.][added: States.]

The success of our business and our ability to execute on our strategy depend in large part on our ability to attract, retain, develop and progress qualified employees with [removed: diverse] [added: a broad range of] skills, experiences and perspectives at all levels of our organization.

To deliver on these objectives, we have developed key programs, policies and initiatives focused on belonging and culture, talent acquisition and employee engagement, occupational health and safety and total [removed: rewards, which includes compensation and benefits programs and practices.][added: rewards.]

[added: *Belonging and Culture.*] We strive to foster a [added: strong workplace] culture [removed: of belonging to drive] [added: that drives belonging,] employee [removed: engagement and] [added: engagement,] performance [added: and above market growth] while attracting, retaining, developing and progressing a [removed: diverse] pipeline of talent [removed: that reflects] [added: ready to serve] the communities in which we operate.

The building blocks of our culture [added: of belonging] include:

- *Communicating [removed: impact:*] [added: impact*:] Sharing the Company story, goals and priorities at all [removed: levels,] [added: levels] and [removed: educating] [added: supporting] our [removed: workforce on allyship] [added: employees in life, career] and [removed: belonging.][added: connections.]

- *Empowering [removed: everyone:*] [added: everyone*:] Investing in our people by providing collaboration, development and learning opportunities to drive retention, progression and engagement.

- *Committing to [removed: action:*] [added: action*:] Empowering and engaging leaders [added: at all levels] to use tools and resources to take meaningful action to foster a culture of belonging for all employees.

While our commitment starts at the top, with a Board of Directors with [removed: diverse] [added: a broad range of] skills, backgrounds and experiences, creating a supportive, welcoming environment across our global footprint is the shared responsibility of all of our employees, including our senior leaders.

We strive to ensure our senior leaders have the resources they need to foster [removed: inclusion and belonging] [added: a positive employee experience for all] and ultimately leverage [removed: the diversity of] our workforce to deliver customer-focused differentiated products, services and solutions.

We have over [removed: 300 chapters globally] [added: 400 employee-led communities] that bring together employees from various groups, divisions and functional teams to [removed: foster more inclusive workplaces,] create greater synergy around business objectives and serve as a hub for [added: innovation,] professional development and mentorship opportunities that enable our employees to thrive and find long-term success at Sherwin-Williams.

*Talent Acquisition and Employee Engagement.* We strive to attract, retain, develop and progress a workforce that embraces our culture [removed: of inclusion] through an integrated talent management strategy.

This strategy connects major milestones in the employee journey, including talent acquisition, onboarding, performance management, leadership and management development, succession and career [removed: progression, and is supported by our focus on employee engagement, culture, workforce analytics and information technology governance.][added: progression.]

The Company’s early talent programs, including our management trainee program and similar programs across our global business, play a critical role in attracting, developing and advancing a pipeline of talent with [removed: diverse] [added: a broad mix of] skills, backgrounds and experiences.

During [removed: 2023,] [added: 2024,] we hired approximately [removed: 1,400 college graduates] [added: 1,500 professionals] through our management trainee program as part of our long-term growth initiatives.

We invest in our people by providing learning and employee networking [removed: opportunities, including through our ERGs,] [added: opportunities] to drive retention, development and engagement and help employees excel in their current and future roles.

During [removed: 2023,] [added: 2024,] our employees [added: collectively] completed thousands of hours of online and instructor-led courses across a broad range of categories, including leadership, professional skills, technical skills and compliance.

Administrative Function

The Administrative function includes the administrative expenses and assets of the Company’s new global headquarters and research and development center, both currently under construction.

The Administrative function’s remaining assets consist primarily of cash and cash equivalents, investments and deferred pension assets.

As reflected in our Code of Conduct and reinforced through our values, fostering a strong culture and a positive employee experience is imperative for long-term sustainable growth.

- *Leading with intention*: Creating a culture where we inspire employees to Create Your Possible and leverage the unique contributions of each employee to foster a positive employee experience for all and drive above-market growth.

In 2024, we continued supporting employees in life, career and connection.

Our employee-led communities have served as champions of the employee value proposition, Create Your Possible, a framework for initiatives with a shared purpose of driving professional development, employee engagement and business results.

In 2024, we introduced a new education benefit that offers bachelors’ degrees, associates’ degrees and certificates for in-demand fields, with tuition fully paid by our Company.

More recently, in 2025 we added a new backup child and elder care benefit.

- general business and economic conditions in the United States and worldwide;

- inflation rates, interest rates, unemployment rates, labor costs, healthcare costs, recessionary conditions, geopolitical conditions, terrorist activity, armed conflicts and wars, public health crises, pandemics, outbreaks of disease and supply chain disruptions;

- shifts in consumer behavior driven by economic downturns in cyclical segments of the economy;

- shortages and increases in the cost of raw materials and energy;

- the loss of any of our largest customers;

- increased competition or failure to keep pace with developments in key competitive areas of our business;

- risks and uncertainties associated with our expansion into and our operations in South America, Asia, Europe and other foreign markets;

- policy changes affecting international trade, including import/export restrictions and tariffs;

- the infringement or loss of our intellectual property rights or the theft or unauthorized use of our trade secrets or other confidential business information;

- a weakening of global credit markets or changes to our credit ratings;

- increases in tax rates, or changes in tax laws or regulations;

- our ability to comply with numerous, complex and increasingly stringent domestic and foreign health, safety and environmental laws, regulations and requirements;

- our liability related to environmental investigation and remediation activities at some of our currently- and formerly-owned sites;

- the other risk factors discussed in Item 1A of this Annual Report on Form 10-K and our other reports filed with the SEC.

During 2023, the Company divested a non-core domestic aerosol business and the China architectural business, both part of the Consumer Brands Group.

See Note 3 to the Consolidated Financial Statements in Item 8 for more information.

During 2023, the Company acquired German-based SIC Holding GmbH which is part of the Performance Coatings Group.

See Note 3 to the Consolidated Financial Statements in Item 8 for more information.

Administrative Segment

The Administrative segment includes the administrative expenses of the Company’s corporate headquarters site.

See Item 1A Risk Factors for more information regarding cost and sourcing of raw materials.

*Belonging and Culture*.

As reflected in our Code of Conduct and reinforced through our actions, training and attitudes, fostering an inclusive culture is a moral and business imperative.

*•Leading with inclusion:* Creating a culture where we are open and leverage the unique contributions of each employee to positively impact our people and business results.

Our senior leaders attend an education and training session every year, and we hold CEO Forums on Inclusion, led by our CEO and other senior leaders, designed to encourage open discussions with employees about opportunities to advance our culture of belonging.

In 2023, we also continued our focus on driving allyship and empathy through conscious inclusion training and elevating the visibility and prominence of our Employee Resource Groups (ERGs).

These are voluntary, employee-led communities with a shared purpose of developing connections between and among employees and allies with diverse backgrounds.

We also collaborate with various colleges and universities to continue to broaden our talent pipeline with qualified women, underrepresented racial or ethnic groups, individuals with disabilities, veterans and other candidates.

We also have rewarded our employees’ resiliency and hard work and made changes in our business to encourage retention, including through wage increases, reduced store hours and employee benefits enhancements.

- general business conditions, including the strength of retail and manufacturing economies and growth in the coatings industry;

- changes in general domestic and international economic conditions, including due to changes in inflation rates, interest rates, tax rates, unemployment rates, labor costs, healthcare costs, recessionary conditions, geopolitical conditions, government policies, laws and regulations;

- any disruption in the availability of, or increases in the price of, raw material and energy supplies;

- disruptions in the supply chain, including those related to industry capacity constraints, raw material availability, transportation and logistics delays and constraints, political instability or civil unrest;

- losses of or changes in our relationships with customers and suppliers;

- competitive factors, including pricing pressures and product innovation and quality;

- risks and uncertainties associated with our expansion into and our operations in Asia, Europe, South America and other foreign markets, including general economic conditions, policy changes affecting international trade, political instability, inflation rates, recessions, sanctions, foreign currency exchange rates and controls, foreign investment and repatriation restrictions, legal and regulatory constraints, civil unrest, armed conflicts and wars (including the ongoing conflict between Russia and Ukraine and the Israel-Hamas war) and other economic and political factors;

- our ability to protect or enforce our material trademarks and other intellectual property rights;

- adverse changes to our tax positions in U.S. and non-U.S. jurisdictions, including as a result of new or revised tax laws or interpretations;

- increasingly stringent domestic and foreign governmental regulations, including those affecting health, safety and the environment;

- inherent uncertainties involved in assessing our potential liability for environmental-related activities;

- other changes in governmental policies, laws and regulations, including changes in tariff policies, accounting policies and standards; and

For information regarding certain [removed: environmental-related] [added: environmental] matters and other legal proceedings, see the information included under the captions titled “Other Long-Term Liabilities” and [removed: “Litigation”] [added: “Litigation and Other Contingent Liabilities”] of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1, [removed: 11, 12] [added: 10, 11] and [removed: 20] [added: 19] to the [removed: “Notes to Consolidated Financial Statements”] [added: consolidated financial statements] in Item 8.

The information contained in Note [removed: 12] [added: 11] to the [removed: Consolidated Financial Statements] [added: consolidated financial statements] is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of common stock held by non-affiliates of the Registrant at June 30, [removed: 2023] [added: 2024] was [removed: $68,095,363,926] [added: $75,067,265,612] (computed by reference to the price at which the common stock was last sold on such date).

At January 31, [removed: 2024, 254,464,522] [added: 2025, 251,364,135] shares of common stock were outstanding, net of treasury shares.

Portions of our Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders (“Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days of our fiscal year ended December 31, [removed: 2023] [added: 2024] are incorporated by reference into Part III of this report.

| Item 1. | | | [removed: [Business](#i9d0bd69fd9d1400b960fb710ce5d8915_13)] [added: [Business](#i191ee38e3db74156b201255c1e5f141a_13)] | | | [removed: [1](#i9d0bd69fd9d1400b960fb710ce5d8915_13)] [added: [1](#i191ee38e3db74156b201255c1e5f141a_13)] | | |

| | | | [Cautionary Statement Regarding Forward-Looking [removed: Information](#i9d0bd69fd9d1400b960fb710ce5d8915_16)] [added: Information](#i191ee38e3db74156b201255c1e5f141a_16)] | | | [removed: [5](#i9d0bd69fd9d1400b960fb710ce5d8915_16)] [added: [5](#i191ee38e3db74156b201255c1e5f141a_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i9d0bd69fd9d1400b960fb710ce5d8915_19)] [added: Factors](#i191ee38e3db74156b201255c1e5f141a_19)] | | | [removed: [6](#i9d0bd69fd9d1400b960fb710ce5d8915_19)] [added: [6](#i191ee38e3db74156b201255c1e5f141a_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i9d0bd69fd9d1400b960fb710ce5d8915_22)] [added: Comments](#i191ee38e3db74156b201255c1e5f141a_22)] | | | [removed: [16](#i9d0bd69fd9d1400b960fb710ce5d8915_22)] [added: [16](#i191ee38e3db74156b201255c1e5f141a_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i9d0bd69fd9d1400b960fb710ce5d8915_1808)] [added: [Cybersecurity](#i191ee38e3db74156b201255c1e5f141a_25)] | | | [removed: [16](#i9d0bd69fd9d1400b960fb710ce5d8915_1808)] [added: [16](#i191ee38e3db74156b201255c1e5f141a_25)] | | |

| Item 2. | | | [removed: [Properties](#i9d0bd69fd9d1400b960fb710ce5d8915_25)] [added: [Properties](#i191ee38e3db74156b201255c1e5f141a_28)] | | | [removed: [18](#i9d0bd69fd9d1400b960fb710ce5d8915_25)] [added: [18](#i191ee38e3db74156b201255c1e5f141a_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i9d0bd69fd9d1400b960fb710ce5d8915_28)] [added: Proceedings](#i191ee38e3db74156b201255c1e5f141a_31)] | | | [removed: [19](#i9d0bd69fd9d1400b960fb710ce5d8915_28)] [added: [19](#i191ee38e3db74156b201255c1e5f141a_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i9d0bd69fd9d1400b960fb710ce5d8915_31)] [added: Disclosures](#i191ee38e3db74156b201255c1e5f141a_34)] | | | [removed: [19](#i9d0bd69fd9d1400b960fb710ce5d8915_31)] [added: [19](#i191ee38e3db74156b201255c1e5f141a_34)] | | |

| | | | [Information About Our Executive [removed: Officers](#i9d0bd69fd9d1400b960fb710ce5d8915_34)] [added: Officers](#i191ee38e3db74156b201255c1e5f141a_37)] | | | [removed: [20](#i9d0bd69fd9d1400b960fb710ce5d8915_34)] [added: [20](#i191ee38e3db74156b201255c1e5f141a_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and [removed: Issuer](#i9d0bd69fd9d1400b960fb710ce5d8915_40)[ ](#i9d0bd69fd9d1400b960fb710ce5d8915_40)[Purchases] [added: Issuer](#i191ee38e3db74156b201255c1e5f141a_43)[ ](#i191ee38e3db74156b201255c1e5f141a_43)[Purchases] of Equity [removed: Securities](#i9d0bd69fd9d1400b960fb710ce5d8915_40)] [added: Securities](#i191ee38e3db74156b201255c1e5f141a_43)] | | | [removed: [22](#i9d0bd69fd9d1400b960fb710ce5d8915_40)] [added: [22](#i191ee38e3db74156b201255c1e5f141a_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i9d0bd69fd9d1400b960fb710ce5d8915_43)] [added: [\[Reserved\]](#i191ee38e3db74156b201255c1e5f141a_46)] | | | [removed: [23](#i9d0bd69fd9d1400b960fb710ce5d8915_43)] [added: [23](#i191ee38e3db74156b201255c1e5f141a_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results [removed: of](#i9d0bd69fd9d1400b960fb710ce5d8915_46)[ ](#i9d0bd69fd9d1400b960fb710ce5d8915_46)[Operations](#i9d0bd69fd9d1400b960fb710ce5d8915_46)] [added: of](#i191ee38e3db74156b201255c1e5f141a_49)[ ](#i191ee38e3db74156b201255c1e5f141a_49)[Operations](#i191ee38e3db74156b201255c1e5f141a_49)] | | | [removed: [24](#i9d0bd69fd9d1400b960fb710ce5d8915_46)] [added: [24](#i191ee38e3db74156b201255c1e5f141a_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i9d0bd69fd9d1400b960fb710ce5d8915_64)] [added: Risk](#i191ee38e3db74156b201255c1e5f141a_67)] | | | [removed: [40](#i9d0bd69fd9d1400b960fb710ce5d8915_64)] [added: [40](#i191ee38e3db74156b201255c1e5f141a_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i9d0bd69fd9d1400b960fb710ce5d8915_67)] [added: Data](#i191ee38e3db74156b201255c1e5f141a_70)] | | | [removed: [41](#i9d0bd69fd9d1400b960fb710ce5d8915_67)] [added: [41](#i191ee38e3db74156b201255c1e5f141a_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and [removed: Financial](#i9d0bd69fd9d1400b960fb710ce5d8915_187)[ ](#i9d0bd69fd9d1400b960fb710ce5d8915_187)[Disclosure](#i9d0bd69fd9d1400b960fb710ce5d8915_187)] [added: Financial](#i191ee38e3db74156b201255c1e5f141a_184)[ ](#i191ee38e3db74156b201255c1e5f141a_184)[Disclosure](#i191ee38e3db74156b201255c1e5f141a_184)] | | | [removed: [92](#i9d0bd69fd9d1400b960fb710ce5d8915_187)] [added: [94](#i191ee38e3db74156b201255c1e5f141a_184)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i9d0bd69fd9d1400b960fb710ce5d8915_190)] [added: Procedures](#i191ee38e3db74156b201255c1e5f141a_187)] | | | [removed: [92](#i9d0bd69fd9d1400b960fb710ce5d8915_190)] [added: [94](#i191ee38e3db74156b201255c1e5f141a_187)] | | |

| Item 9B. | | | [Other [removed: Information](#i9d0bd69fd9d1400b960fb710ce5d8915_193)] [added: Information](#i191ee38e3db74156b201255c1e5f141a_190)] | | | [removed: [92](#i9d0bd69fd9d1400b960fb710ce5d8915_193)] [added: [94](#i191ee38e3db74156b201255c1e5f141a_190)] | | |

| Item 9C. | | | [Disclosure Regarding Jurisdictions that Prevent [removed: Inspections](#i9d0bd69fd9d1400b960fb710ce5d8915_196)] [added: Inspections](#i191ee38e3db74156b201255c1e5f141a_193)] | | | [removed: [92](#i9d0bd69fd9d1400b960fb710ce5d8915_196)] [added: [94](#i191ee38e3db74156b201255c1e5f141a_193)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i9d0bd69fd9d1400b960fb710ce5d8915_202)] [added: Governance](#i191ee38e3db74156b201255c1e5f141a_199)] | | | [removed: [93](#i9d0bd69fd9d1400b960fb710ce5d8915_202)] [added: [95](#i191ee38e3db74156b201255c1e5f141a_199)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i9d0bd69fd9d1400b960fb710ce5d8915_205)] [added: Compensation](#i191ee38e3db74156b201255c1e5f141a_202)] | | | [removed: [93](#i9d0bd69fd9d1400b960fb710ce5d8915_205)] [added: [96](#i191ee38e3db74156b201255c1e5f141a_202)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and [removed: Related](#i9d0bd69fd9d1400b960fb710ce5d8915_208)[ ](#i9d0bd69fd9d1400b960fb710ce5d8915_208)[Stockholder Matters](#i9d0bd69fd9d1400b960fb710ce5d8915_208)] [added: Related](#i191ee38e3db74156b201255c1e5f141a_205)[ ](#i191ee38e3db74156b201255c1e5f141a_205)[Stockholder Matters](#i191ee38e3db74156b201255c1e5f141a_205)] | | | [removed: [94](#i9d0bd69fd9d1400b960fb710ce5d8915_208)] [added: [96](#i191ee38e3db74156b201255c1e5f141a_205)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i9d0bd69fd9d1400b960fb710ce5d8915_211)] [added: Independence](#i191ee38e3db74156b201255c1e5f141a_208)] | | | [removed: [94](#i9d0bd69fd9d1400b960fb710ce5d8915_211)] [added: [96](#i191ee38e3db74156b201255c1e5f141a_208)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i9d0bd69fd9d1400b960fb710ce5d8915_214)] [added: Services](#i191ee38e3db74156b201255c1e5f141a_211)] | | | [removed: [94](#i9d0bd69fd9d1400b960fb710ce5d8915_214)] [added: [96](#i191ee38e3db74156b201255c1e5f141a_211)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i9d0bd69fd9d1400b960fb710ce5d8915_220)] [added: Schedules](#i191ee38e3db74156b201255c1e5f141a_217)] | | | [removed: [95](#i9d0bd69fd9d1400b960fb710ce5d8915_220)] [added: [97](#i191ee38e3db74156b201255c1e5f141a_217)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i9d0bd69fd9d1400b960fb710ce5d8915_223)] [added: Summary](#i191ee38e3db74156b201255c1e5f141a_220)] | | | [removed: [101](#i9d0bd69fd9d1400b960fb710ce5d8915_223)] [added: [104](#i191ee38e3db74156b201255c1e5f141a_220)] | | |

| [PART I](#i191ee38e3db74156b201255c1e5f141a_10) | | | | | | | | |

| [PART II](#i191ee38e3db74156b201255c1e5f141a_40) | | | | | | | | |

| [PART III](#i191ee38e3db74156b201255c1e5f141a_196) | | | | | | | | |

| [PART IV](#i191ee38e3db74156b201255c1e5f141a_214) | | | | | | | | |

| | | | [Signatures](#i191ee38e3db74156b201255c1e5f141a_223) | | | [105](#i191ee38e3db74156b201255c1e5f141a_223) | | |

| [PART I](#i9d0bd69fd9d1400b960fb710ce5d8915_10) | | | | | | | | |

| [PART II](#i9d0bd69fd9d1400b960fb710ce5d8915_37) | | | | | | | | |

| [PART III](#i9d0bd69fd9d1400b960fb710ce5d8915_199) | | | | | | | | |

| [PART IV](#i9d0bd69fd9d1400b960fb710ce5d8915_217) | | | | | | | | |

| | | | [Signatures](#i9d0bd69fd9d1400b960fb710ce5d8915_226) | | | [102](#i9d0bd69fd9d1400b960fb710ce5d8915_226) | | |

We use various controls, [removed: technologies,] [added: technologies] and other processes designed to identify, protect against, detect, respond to and mitigate cybersecurity risks, in alignment with [removed: frameworks established by] the National Institute of Standards and Technology [removed: (NIST).][added: (NIST) Cybersecurity Framework 2.0.]

These include, but are not limited to, internal reporting, monitoring and detection tools, threat [removed: intelligence,] [added: intelligence] and general and role-based training.

We also maintain [removed: third party] [added: third-party] management processes to identify and manage the cybersecurity risks associated with [removed: third party] [added: third-party] service providers.

We periodically evaluate and improve the effectiveness of our cybersecurity program internally and by engaging with consultants and other [removed: third party] [added: third-party] advisors to conduct reviews and assessments of our program.

These periodic assessments and reviews may include penetration and vulnerability testing, simulations, [removed: table-tops,] [added: table-tops] and other exercises.

We have an enterprise risk management (ERM) program that includes the processes used to identify, [removed: assess,] [added: assess] and manage our most significant enterprise risks and uncertainties that could materially impact the long-term health of the Company or prevent the achievement of strategic objectives.

In reviewing specific threats and risks with the Board, senior management may incorporate reports from consultants and other [removed: third party] [added: third-party] advisors.

Our CISO has served in that position since 2022 and has relevant [removed: experience in cybersecurity leadership positions, including prior experience as CISO of a public company.]

The Audit Committee regularly reviews our risk exposures relating to cybersecurity with our CISO and CFO, including [removed: the] review of the state of the Company’s cybersecurity and emerging cybersecurity developments and [removed: threats,] [added: threats] and the steps management has taken to monitor and mitigate such exposures.

Our CISO is informed of cybersecurity incidents by the cybersecurity team’s security operations center, which is generally responsible for monitoring the prevention, detection, [removed: mitigation,] [added: mitigation] and remediation of cybersecurity incidents.

Despite the security measures we have in place, our facilities and [removed: systems,] [added: systems] and those of third parties we rely on or do business with, may be vulnerable to cyber attacks, security breaches, malware (including ransomware and other programs that operate with malicious intent), power outages, system failures, acts of vandalism, human or technical [removed: errors] [added: errors,] or other similar events or disruptions.

We, and third parties we do business with, have experienced cybersecurity attacks and incidents in the past, some of which have resulted in unauthorized access to our information and [removed: systems] [added: systems,] and other disruptions to our business operations, and we could in the future experience similar incidents.

experience in cybersecurity leadership positions, including prior experience as CISO of a public company.

The Company’s global headquarters, which includes the global headquarters for the Paint Stores, Consumer Brands and Performance Coatings Groups and the Administrative [removed: segment,] [added: function,] is located in Cleveland, Ohio.

During 2023, the Company closed on a transaction to sell and subsequently lease back its current [added: global] headquarters and research and development center.

Construction of the Company’s new global headquarters and research and development center is expected to be completed in [removed: 2024.][added: 2025.]

| Asia | | | | | | 3 | | | 6 | | | 9 | | | | | | 3 | | | [removed: 3] [added: 4] | | | [removed: 6] [added: 7] | | |

| Europe | | | | | | 2 | | | [removed: 17] [added: 16] | | | [removed: 19] [added: 18] | | | | | | 3 | | | [removed: 15] [added: 13] | | | [removed: 18] [added: 16] | | |

| Latin America | | | | | | | | | 12 | | | 12 | | | | | | [removed: 6] [added: 5] | | | 10 | | | [removed: 16] [added: 15] | | |

| United States | | | | | | 6 | | | 42 | | | 48 | | | | | | [removed: 11] [added: 14] | | | 12 | | | [removed: 23] [added: 26] | | |

| Total | | | | | | 11 | | | [removed: 82] [added: 81] | | | [removed: 93] [added: 92] | | | | | | [removed: 24] [added: 26] | | | [removed: 42] [added: 41] | | | [removed: 66] [added: 67] | | |

| Europe | | | | | | 1 | | | [removed: 7] [added: 8] | | | [removed: 8] [added: 9] | | | | | | 4 | | | 4 | | | 8 | | |

| United States | | | | | | | | | 1 | | | 1 | | | | | | [removed: 3] [added: 2] | | | | | | [removed: 3] [added: 2] | | |

| Total | | | | | | [removed: 3] [added: 2] | | | [removed: 8] [added: 9] | | | 11 | | | | | | [removed: 9] [added: 6] | | | 4 | | | [removed: 13] [added: 10] | | |

(1) Certain [removed: geographic] locations may contain both manufacturing and distribution facilities.

The operations of the Paint Stores Group included [removed: 4,694] [added: 4,773] company-operated specialty paint stores, of which [removed: 205] [added: 206] were owned, in the United States, Canada, Puerto Rico, Virgin Islands, Grenada, Trinidad and Tobago, St. Maarten, Jamaica, [removed: Curacao,] [added: Curaçao,] Aruba, St. Lucia and Barbados at December 31, [removed: 2023.][added: 2024.]

At the end of [removed: 2023:][added: 2024:]

- the Mid Western Division operated [removed: 1,189] [added: 1,204] paint stores primarily located in the [removed: midwestern] [added: mid west] and upper west coast states;

- the Eastern Division operated [removed: 911] [added: 921] paint stores along the upper east coast and New England states;

- the Canada Division operated [removed: 256] [added: 259] paint stores throughout Canada;

- the Southeastern Division operated [removed: 1,188] [added: 1,210] paint stores principally covering the lower east and gulf coast states, Puerto Rico, Virgin Islands, Grenada, Trinidad and Tobago, St. Maarten, Jamaica, [removed: Curacao,] [added: Curaçao,] Aruba, St. Lucia and Barbados; and

- the Southwestern Division operated [removed: 1,150] [added: 1,179] paint stores in the central plains and lower west coast states.

During [removed: 2023,] [added: 2024,] the Paint Stores Group opened [removed: 70] [added: 79] net new stores, consisting of [removed: 76] [added: 84] new stores opened and [removed: 6] [added: 5] stores closed.

The Consumer Brands Group operated [removed: 318] [added: 334] specialty paint stores in Latin America at December 31, [removed: 2023.][added: 2024.]

These paint stores are located in Mexico [removed: (162),] [added: (180),] Chile [removed: (58),] [added: (57),] Brazil [removed: (50),] [added: (49),] Ecuador (37) and Uruguay (11).

During [removed: 2023,] [added: 2024,] the Consumer Brands Group opened [removed: 11] [added: 16] net new stores, consisting of [removed: 17] [added: 18] new stores opened and [removed: 6] [added: 2] stores closed.

The Performance Coatings Group operated [removed: 224] [added: 225] branches in the United States and [removed: 98] [added: 99] branches internationally at December 31, [removed: 2023.][added: 2024.]

International locations consisted of branches in Europe (47), Canada (22), Chile (11), Mexico (5), Peru (3), Ecuador (2), Brazil (2), Thailand (2), Indonesia (2), Vietnam [added: (1), Singapore] (1) and China (1).

All real property within the Administrative [removed: segment] [added: function] is owned with the exception of the current global headquarters, current research and development center and new global headquarters currently under construction.

For additional information regarding real property within the Administrative [removed: segment, see information set forth in] [added: function, refer to] Item 1 and Item 7 of this report, which are incorporated herein by reference.

For additional information regarding real property leases, see Note [removed: 10] [added: 9] to the [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8.

| Latin America | | | | | | 1 | | | | | | 1 | | | | | | | | | | | | | | |

During 2024, this segment added 2 new branches.

| Asia | | | | | | 2 | | | | | | 2 | | | | | | 2 | | | | | | 2 | | |

During 2023, this segment added 5 net new branches, consisting of 8 opened or acquired branches and 3 branches closed.

The following is the name, age and position of each of our executive officers and [removed: all prior positions held by each person during the last five years.][added: a brief description of their business experience.]

| Heidi G. Petz | | | [removed: 49] [added: 50] | | | [added: Chair,] President and Chief Executive [removed: Officer, Director] [added: Officer] | | |

| Allen J. Mistysyn | | | [removed: 55] [added: 56] | | | Senior Vice President – Finance and Chief Financial Officer | | |

| Mary L. Garceau | | | [removed: 51] [added: 52] | | | Senior Vice President – Chief Legal Officer and Secretary | | |

| James R. Jaye | | | [removed: 57] [added: 58] | | | Senior Vice President – Investor Relations and Corporate Communications | | |

| [removed: Gregory P. Sofish] [added: Marlena K. Boyce] | | | [removed: 58] [added: 46] | | | Senior Vice President – Human Resources | | |

| Bryan J. Young | | | [removed: 48] [added: 49] | | | Senior Vice President – Corporate Strategy and Development | | |

| Justin T. Binns | | | [removed: 48] [added: 49] | | | President, Global Architectural | | |

| Karl J. Jorgenrud | | | [removed: 47] [added: 48] | | | President, Global Industrial | | |

| Todd D. Rea | | | [removed: 49] [added: 50] | | | President, Consumer Brands Group | | |

| Colin M. Davie | | | [removed: 54] [added: 56] | | | President & General Manager, Global Supply Chain Division, Consumer Brands Group | | |

Mr. [removed: Morikis has served as a Director since October 2015 and] [added: Lang] has been employed with the Company since [removed: December 1984.][added: February 2018.]

Ms. Petz has served as [removed: President] [added: Chair of the Board of Directors] since [removed: March 2022] [added: January 2025,] and [added: as President and] Chief Executive Officer since January 2024.

[added: Prior to her current role,] Ms. Petz served as [added: President and] Chief Operating Officer from March 2022 to January 2024, [added: and] President, The Americas Group [added: (now known as the Paint Stores Group)] from March 2021 to March 2022, Senior Vice President, Marketing, The Americas Group from November 2020 to March 2021 and President, Consumer Brands Group from September 2020 to November 2020.

Ms. [removed: Cronin] [added: Boyce] has served as Senior Vice President – [removed: Enterprise Finance] [added: Human Resources] since [removed: July 2022.][added: January 2025.]

Ms. [removed: Cronin] [added: Boyce] has been employed with the Company since [removed: September 1989.][added: October 2008.]

Mr. [removed: Sofish] [added: Lang] has served as Senior Vice President – [removed: Human Resources] [added: Enterprise Finance and Chief Accounting Officer] since January [removed: 2023.][added: 2025.]

Mr. Binns served as President, Paint Stores Group from January 2023 to January 2024, President, The Americas Group from March 2022 to January 2023, President, Performance Coatings Group from November 2020 to March 2022 and President & General Manager, Automotive Finishes Division, [removed: Performance Coatings Group from July 2018 to November 2020.]

| J. Paul Lang | | | 48 | | | Senior Vice President – Enterprise Finance and Chief Accounting Officer | | |

Ms. Boyce served within the Performance Coatings Group as Senior Vice President, Human Resources from May 2022 to December 2024, within the Consumer Brands Group as Senior Vice President, Human Resources from January 2021 to May 2022 and as Vice President, Human Resources, Industrial Wood Division, Performance Coatings Group from March 2019 to January 2021.

Mr. Lang served as Vice President – Enterprise Finance, Reporting & Controls from May 2022 to January 2025.

Mr. Lang served as Vice President – Assistant Corporate Controller from August 2019 to May 2022 and Director – External Financial Reporting from February 2018 until August 2019.

Performance Coatings Group from July 2018 to November 2020.

| John G. Morikis | | | 60 | | | Executive Chairman, Director | | |

| Jane M. Cronin | | | 56 | | | Senior Vice President – Enterprise Finance | | |

Mr. Morikis has served as Chairman since January 2017, serving as Executive Chairman since January 2024.

Mr. Morikis served as Chief Executive Officer from January 2016 to January 2024, President from March 2021 to March 2022 and October 2006 to March 2019 and Chief Operating Officer from October 2006 to January 2016.

Ms. Cronin served as Senior Vice President – Corporate Controller from October 2016 to July 2022.

Mr. Sofish served as Vice President, Total Rewards from August 2019 to January 2023 and Vice President, Executive Compensation from March 2015 to August 2019.

Mr. Sofish has been employed with the Company since September 1996.

The number of shareholders of record at January 31, [removed: 2024] [added: 2025] was [removed: 5,064.][added: 4,864.]

The following table sets forth a summary of the Company’s purchases of common stock during the fourth quarter of [removed: 2023.][added: 2024.]

| Share repurchase program (1) | | | | | | [removed: 350,000] | | | | | | [removed: $] | [removed: 240.35] | | | | | [removed: 350,000] | | | | | | [removed: 41,075,000] [added: 34,425,000] | | |

| Share repurchase program (1) | | | | | | [removed: 950,000] | | | | | | [removed: $] | [removed: 268.86] | | | | | [removed: 950,000] | | | | | | [removed: 40,125,000] [added: 34,425,000] | | |

| Share repurchase program (1) | | | | | | [removed: 500,000] [added: 850,000] | | | | | | $ | [removed: 292.87] [added: 364.96] | | | | | [removed: 500,000] [added: 850,000] | | | | | | [removed: 39,625,000] [added: 34,425,000] | | |

| Share repurchase program (1) | | | | | | [removed: 1,800,000] [added: 850,000] | | | | | | $ | [removed: 269.99] [added: 364.96] | | | | | [removed: 1,800,000] [added: 850,000] | | | | | | [removed: 39,625,000] [added: 34,425,000] | | |

The Company had remaining authorization at December 31, [removed: 2023] [added: 2024] to purchase [removed: 39,625,000] [added: 34,425,000] shares.

The cumulative five-year total return assumes $100 was invested on December 31, [removed: 2018] [added: 2019] in Sherwin-Williams common stock, the S&P 500 and the peer group.

The cumulative five-year total return, including reinvestment of dividends, represents the cumulative value through December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

Peer group of companies [added: is] comprised of the following: Akzo Nobel N.V., Axalta Coating Systems Ltd., BASF SE, Genuine Parts Company, H.B. Fuller Company, The Home Depot, Inc., Lowe’s Companies, Inc., Masco Corporation, Newell Brands Inc., PPG Industries, Inc., RPM International [removed: Inc.,] [added: Inc.] and Stanley Black & Decker, Inc.

| Employee transactions (2) | | | | | | 532 | | | | | | $ | 389.91 | | | | | | | | | | | N/A | | |

| Employee transactions (2) | | | | | | 1,156 | | | | | | $ | 384.70 | | | | | | | | | | | N/A | | |

| Employee transactions (2) | | | | | | 870 | | | | | | $ | 358.75 | | | | | | | | | | | N/A | | |

| Employee transactions (2) | | | | | | 2,558 | | | | | | $ | 376.96 | | | | | — | | | | | | N/A | | |

| Employee transactions (2) | | | | | | 593 | | | | | | $ | 249.50 | | | | | | | | | | | N/A | | |

| Employee transactions (2) | | | | | | 1,829 | | | | | | $ | 261.55 | | | | | | | | | | | N/A | | |

| Employee transactions (2) | | | | | | 1,461 | | | | | | $ | 290.10 | | | | | | | | | | | N/A | | |

| Employee transactions (2) | | | | | | 3,883 | | | | | | $ | 270.45 | | | | | | | | | | | N/A | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [42](#i9d0bd69fd9d1400b960fb710ce5d8915_70)] [added: [42](#i191ee38e3db74156b201255c1e5f141a_73)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [43](#i9d0bd69fd9d1400b960fb710ce5d8915_73)] [added: [43](#i191ee38e3db74156b201255c1e5f141a_76)] | | |

| Report of Management on the Consolidated Financial Statements | | | [removed: [45](#i9d0bd69fd9d1400b960fb710ce5d8915_79)] [added: [45](#i191ee38e3db74156b201255c1e5f141a_79)] | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID: 42) | | | [removed: [46](#i9d0bd69fd9d1400b960fb710ce5d8915_82)] [added: [46](#i191ee38e3db74156b201255c1e5f141a_82)] | | |

| Statements of Consolidated Income | | | [removed: [48](#i9d0bd69fd9d1400b960fb710ce5d8915_85)] [added: [48](#i191ee38e3db74156b201255c1e5f141a_85)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [49](#i9d0bd69fd9d1400b960fb710ce5d8915_88)] [added: [49](#i191ee38e3db74156b201255c1e5f141a_88)] | | |

| Consolidated Balance Sheets | | | [removed: [50](#i9d0bd69fd9d1400b960fb710ce5d8915_91)] [added: [50](#i191ee38e3db74156b201255c1e5f141a_91)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [51](#i9d0bd69fd9d1400b960fb710ce5d8915_94)] [added: [51](#i191ee38e3db74156b201255c1e5f141a_94)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [52](#i9d0bd69fd9d1400b960fb710ce5d8915_97)] [added: [52](#i191ee38e3db74156b201255c1e5f141a_97)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [53](#i9d0bd69fd9d1400b960fb710ce5d8915_100)] [added: [53](#i191ee38e3db74156b201255c1e5f141a_100)] | | |

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with [removed: the] policies or procedures may deteriorate.

In order to ensure that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2023,] [added: 2024,] we conducted an assessment of its effectiveness under the supervision and with the participation of our management group, including our principal executive officer and principal financial officer.

Based on our assessment of internal control over financial reporting under the criteria established in Internal Control – Integrated Framework, we have concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Ernst & Young LLP, an independent registered public accounting firm, and their report on the effectiveness of our internal control over financial reporting is included on page 43 of this report.

][added: cropped.jpg](https://www.sec.gov/Archives/edgar/data/89800/000008980025000030/shw-20241231_g2.jpg)]

[removed: H. G.] Petz

[added: Chair,] President and Chief Executive Officer

[removed: ][added: ]

[removed: A. J.] Mistysyn

[removed: ][added: ]

Senior Vice President - Enterprise Finance [added: and Chief Accounting Officer]

We have audited The Sherwin-Williams [removed: Company’s] [added: Company and subsidiaries] internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, The Sherwin-Williams Company [added: and subsidiaries (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of [removed: The Sherwin-Williams] [added: the] Company as of December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] the related statements of consolidated income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and [removed: the] financial statement schedule listed in [added: the index at] Item 15(a) and our report dated February 20, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

[removed: February 20, 2024][added: | | | | 2024 | | |]

We are responsible for the preparation and fair presentation of the consolidated financial statements, accompanying notes and related financial information included in this report of The Sherwin-Williams Company and its consolidated subsidiaries (collectively, the Company) as of December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] and for the years then ended in accordance with U.S. generally accepted accounting principles.

As discussed in the Report of Management on Internal Control Over Financial Reporting on page 42 of this report, we concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The Board of Directors [removed: pursues] [added: fulfills] its responsibility for the oversight of the Company’s accounting policies and procedures, financial statement preparation and internal control over financial reporting through the Audit Committee, comprised exclusively of independent directors.

][added: cropped.jpg](https://www.sec.gov/Archives/edgar/data/89800/000008980025000030/shw-20241231_g2.jpg)]

[removed: H. G.] Petz

[added: Chair,] President and Chief Executive Officer

[removed: ][added: ]

[removed: A. J.] Mistysyn

[removed: ][added: ]

Senior Vice President - Enterprise Finance [added: and Chief Accounting Officer]

We have audited the accompanying consolidated balance sheets of The Sherwin-Williams Company [added: and subsidiaries] (the Company) as of December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] the related statements of consolidated income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and the financial statement schedule listed in [added: the index at] Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 20, [removed: 2024] [added: 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note [removed: 11] [added: 10] to the consolidated financial statements, the Company had short-term and long-term accruals for environmental-related activities of [removed: $88.1] [added: $66.4] million and [removed: $230.8] [added: $230.3] million, respectively, at December 31, [removed: 2023.] [added: 2024.] The Company’s largest and most complex site is the Gibbsboro, New Jersey site (Gibbsboro) and the substantial majority of the environmental-related accrual relates to this site. Gibbsboro consists of six operable units which contain a combination of soil, sediment, surface water and groundwater contamination, and are in various phases of investigation and remediation with the Environmental Protection Agency (EPA). The Company’s estimated environmental-related accrual for Gibbsboro is based on industry standards and professional judgement, and the most significant assumptions underlying the estimated cost of remediation efforts reserved for Gibbsboro are the types and extent of future remediation. Auditing the Company’s environmental-related accrual at the Gibbsboro site required complex judgement due to the inherent challenges in identifying the type and extent of future remedies in determining the probable and reasonably estimable loss for which the Company will be responsible. | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

Heidi G.

Allen J.

J.

Paul Lang

February 20, 2025

Heidi G.

Allen J.

J.

Paul Lang

February 20, 2025

| Income taxes | | | 770.4 | | | | | | 721.1 | | | | | | 553.0 | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (250.9) | | | | | | (250.9) | | |

| Stock-based compensation activity | | | 0.7 | | | | | | 383.0 | | | | | | | | | | | | (16.2) | | | | | | | | | | | | 367.5 | | |

| Other adjustments | | | | | | | | | (0.4) | | | | | | | | | | | | | | | | | | | | | | | | (0.4) | | |

| Balance at December 31, 2024 | | | $ | 92.5 | | | | | $ | 4,576.2 | | | | | $ | 7,246.3 | | | | | $ | (6,988.6) | | | | | $ | (875.2) | | | | | $ | 4,051.2 | |

The consolidated financial statements included in this report have been prepared by management of The Sherwin-Williams Company (herein referred to as the Company).

These statements include the accounts of the Company and all consolidated subsidiaries.

The Company’s share of earnings or losses from nonconsolidated affiliates is included in the consolidated financial statements using the equity method of accounting when the Company is able to exercise significant influence over the operating and financial decisions of the affiliate.

Market represents current replacement cost, which is the cost to purchase or reproduce the inventory.

Under the Investments - Equity Method and Joint Ventures Topic of the ASC, the Company uses the proportional amortization method, whereby the initial cost and any subsequent changes in the level of investment of Non-Traded Investments are amortized in proportion to the receipt of related tax credits.

The Company reasonably expects amortization based on the receipt of tax credits would produce a measurement substantially similar to amortization based on the receipt of tax credits and other tax benefits.

Both the amortization and related tax credits and other tax benefits are recognized in Income tax expense on the Statements of Consolidated Income.

| Amortization of Non-Traded Investments | | | $ | 75.0 | | | | | $ | 65.4 | | | | | $ | 38.5 | |

| Tax credits and other tax benefits received | | | 104.9 | | | | | | 94.8 | | | | | | 67.2 | | |

In addition, the associated impact of related tax credits and other tax benefits are recorded as a reduction of Accrued taxes and a net deferred income tax asset within Deferred income taxes.

On the Statements of Consolidated Cash Flows, the tax credits and other tax benefits are presented as a change in Accrued taxes and in Deferred income taxes within Operating activities.

Tax credits and other tax benefits reduced Accrued taxes by $104.9 million, $94.8 million and $67.2 million at December 31, 2024, 2023 and 2022, respectively.

The following table summarizes the balances related to Non-Traded Investments and related tax credits and other tax benefits on the Consolidated Balance Sheets:

| Net deferred income tax asset | | | 7.6 | | | | | | 19.4 | | | | | | 23.4 | | |

Environmental-related expenses include direct costs of investigation and remediation and

capital investment or other income.

The following table presents a rollforward of the Company’s outstanding obligations under its supplier finance programs for year ended December 31, 2024.

| Invoices confirmed during the year | | | 988.8 | | |

| Confirmed invoices paid during the year | | | (986.2) | | |

The adoption of the ASU did not materially affect the Company’s financial position, results of operations or cash flows since the Company has historically applied the proportional amortization method to its Non-Traded Investments, however, certain disclosures have been added based on the requirements of the ASU.

See Note 1 for further details.

Lastly, all current required annual segment

The adoption of the ASU has only impacted the Company’s segment disclosures with no impact to the consolidated financial statements.

Effective January 1, 2023, the Company adopted ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” This ASU includes a requirement to present a rollforward of supply chain financing activity prospectively, beginning with the annual period ending December 31, 2024.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU enhances expense disclosures on both an annual and interim basis by requiring public business entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements.

| | | | | | |

As permitted by SEC rules, we have excluded the operations and related assets of the 2023 acquisition of SIC Holding GmbH from the scope of our assessment of the effectiveness of internal control over financial reporting as of December 31, 2023.

The Total assets and Net sales of the 2023 acquisition of SIC Holding GmbH represented approximately 1.3% and 0.1% of the Company's respective consolidated Total assets and Net sales as of and for the year ended December 31, 2023.

J. M. Cronin

As indicated in the accompanying Report of Management On Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of SIC Holding GmbH, which is included in the 2023 consolidated financial statements of the Company and constituted 1.3% of Total assets as of December 31, 2023 and 0.1% of Net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of the 2023 acquisition excluded from the scope of management’s assessment.

J. M. Cronin

February 20, 2024

| Income tax expense | | | 721.1 | | | | | | 553.0 | | | | | | 384.2 | | |

| Balance at January 1, 2021 | | | $ | 89.9 | | | | | $ | 3,491.4 | | | | | $ | 844.3 | | | | | $ | (96.5) | | | | | $ | (718.3) | | | | | $ | 3,610.8 | |

| Treasury stock issued | | | | | | | | | 9.3 | | | | | | | | | | | | 2.4 | | | | | | | | | | | | 11.7 | | |

| Stock-based compensation activity | | | 0.9 | | | | | | 290.9 | | | | | | | | | | | | (23.5) | | | | | | | | | | | | 268.3 | | |

| Other adjustments | | | | | | | | | 1.4 | | | | | | 0.1 | | | | | | | | | | | | | | | | | | 1.5 | | |

The consolidated financial statements include the accounts of The Sherwin-Williams Company and its wholly owned subsidiaries (collectively, the Company).

Reportable Segments

Previously, the Latin America architectural paint business was managed within The Americas Group; however, Latin America architectural demand and service model trends are shifting to align more closely with the Consumer Brand Group’s strategy.

As a result of the change, The Americas Group has been renamed the Paint Stores Group which now focuses on the core U.S., Canada and Caribbean region stores business.

All reported segment information herein, including comparable prior periods, include the Latin America architectural paint business within the Consumer Brands Group.

For affordable housing investments entered into prior to the January 1, 2015 adoption of Accounting Standards Update (ASU) 2014-01, the Company uses the effective yield method to determine the carrying value of the investments.

Under the effective yield method, the initial cost of the investments is amortized to income tax expense over the period that the tax credits are recognized.

For affordable housing investments entered into on or after the January 1, 2015 adoption of ASU 2014-01, the Company uses the proportional amortization method.

Under the proportional amortization method, the initial cost of the investments is amortized to income tax expense in proportion to the tax credits and other tax benefits received.

The following table summarizes the balances related to the investments.

Liabilities associated with these

Reclassifications

Certain amounts in the consolidated financial statements and notes to the consolidated financial statements for 2022 and 2021 have been reclassified to conform to the 2023 presentation.

Effective January 1, 2023, the Company adopted ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” This ASU requires disclosure about an entity’s use of supplier finance programs, including the key terms of the programs and the obligations outstanding at the end of the reporting period.

In addition, a required rollforward of activity within the programs will be disclosed prospectively beginning with the annual period ending December 31, 2024.

Effective January 1, 2023, the Company adopted ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers.” This ASU requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

The adoption of ASU 2021-08 did not have a material impact on the Company’s financial position, results of operations, cash flows or financial statement footnote disclosures.

The Company does not expect the adoption of this ASU to have a material impact on the Company’s financial position, results of operations or cash flows and the Company will provide required disclosures, as applicable, in accordance will the provisions of the ASU.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

*Closed in Current Year*

The Company funded the acquisition with approximately $265 million in cash.

The purchase price is subject to certain closing conditions which are expected to be finalized in 2024.

SIC Holding is reported within the Company’s Performance Coatings Group and the results of operations for the acquisition have been included in the consolidated financial statements since the acquisition date.

Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.

The purchase price for each acquisition was preliminarily allocated to identifiable assets and liabilities based on information available at the date of acquisition.

As of December 31, 2022, $282.8 million of intangible assets and $565.8 million of goodwill were recognized from these transactions.

During 2023, the Company revised the purchase price allocation from Goodwill to the various net assets acquired through its 2022 acquisition of ICA.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our [added: Chair,] President and Chief Executive Officer and our Senior Vice President – Finance and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act).

Based upon that evaluation, our [added: Chair,] President and Chief Executive Officer and our Senior Vice President – Finance and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in [removed: SEC] [added: Securities and Exchange Commission] rules and forms, and accumulated and communicated to our management, including our [added: Chair,] President and Chief Executive Officer and our Senior Vice President – Finance and Chief Financial Officer, to allow timely decisions regarding required disclosure.

There [removed: were] [added: have been] no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

The information regarding our directors and director nominees is set forth in our Proxy Statement under the caption “Proposal 1 – Election of [removed: 11] [added: 9] Directors” and is incorporated herein by reference.

We have adopted a Code of Conduct, which applies to all directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or [removed: controller,] [added: controller] and persons performing similar functions, of Sherwin-Williams and our subsidiaries wherever located.

Senior financial management includes the controller, the treasurer, the principal financial/accounting personnel in our operating groups and [removed: divisions,] [added: divisions] and all other financial/accounting personnel within our corporate departments and operating groups and divisions with staff supervision responsibilities.

We intend to disclose on our Investor Relations website, investors.sherwin.com, any amendment to, or waiver from, a provision of our Code of Conduct or Code of Ethics for Senior Financial Management that applies to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or [removed: controller,] [added: controller] or any persons performing similar functions, and that is required to be publicly disclosed pursuant to the rules of the SEC.

Insider Trading Policy

The information regarding our Insider Trading Policy is set forth in our Proxy Statement under the caption “Insider Trading Policy” and is incorporated herein by reference.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

The information required by this item is set forth in our Proxy Statement under the captions [removed: “2023] [added: “2024] Director Compensation Table,” “Director Compensation Program,” “Executive Compensation,” “Executive Compensation Tables” and [removed: “2023] [added: “2024] CEO Pay Ratio” and is incorporated herein by reference (other than the Compensation Committee Report, which will be deemed furnished).

| Statements of Consolidated Income | | | [removed: [48](#i9d0bd69fd9d1400b960fb710ce5d8915_85)] [added: [48](#i191ee38e3db74156b201255c1e5f141a_85)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [49](#i9d0bd69fd9d1400b960fb710ce5d8915_88)] [added: [49](#i191ee38e3db74156b201255c1e5f141a_88)] | | |

| Consolidated Balance Sheets | | | [removed: [50](#i9d0bd69fd9d1400b960fb710ce5d8915_91)] [added: [50](#i191ee38e3db74156b201255c1e5f141a_91)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [51](#i9d0bd69fd9d1400b960fb710ce5d8915_94)] [added: [51](#i191ee38e3db74156b201255c1e5f141a_94)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [52](#i9d0bd69fd9d1400b960fb710ce5d8915_97)] [added: [52](#i191ee38e3db74156b201255c1e5f141a_97)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [53](#i9d0bd69fd9d1400b960fb710ce5d8915_100)] [added: [53](#i191ee38e3db74156b201255c1e5f141a_100)] | | |

Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] is set forth below.

| *(millions of dollars)* | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Beginning balance | | | $ | [removed: 97.5] [added: 106.6] | | | | | $ | [removed: 97.2] [added: 97.5] | | | | | $ | [removed: 104.6] [added: 97.2] | |

| Additions (deductions) (1) | | | [removed: 9.1] [added: 17.9] | | | | | | [removed: 0.3] [added: 9.1] | | | | | | [removed: (7.4)] [added: 0.3] | | |

| Ending balance | | | $ | [removed: 106.6] [added: 124.5] | | | | | $ | [removed: 97.5] [added: 106.6] | | | | | $ | [removed: 97.2] [added: 97.5] | |

(1) Additions (deductions) did not have a material impact on the Income Statement in [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

| [removed: 3.] [added: 3.1] | | | [removed: (a)] | | | [Amended and Restated Articles of Incorporation of the Company, as amended through February 18, 2015, filed as Exhibit 3 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/89800/000119312515053447/d873135dex3.htm)[’](http://www.sec.gov/Archives/edgar/data/89800/000119312515053447/d873135dex3.htm)[s] [added: Company’s] Current Report on Form 8-K dated February 18, 2015, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312515053447/d873135dex3.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515053447/d873135dex3.htm)] | | | [added: | | |]

| [added: 3.2] | | | [removed: (b)] | | | [Amendment to the Amended and Restated Articles of Incorporation of the Company, as amended through February 18, 2015, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 3, 2021, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/0000089800/000119312521067572/d133201dex31.htm) | | | [added: | | |]

| [added: 3.3] | | | [removed: (c)] | | | [Regulations of the Company (As Amended and Restated July 19, 2023), filed as Exhibit 3.1 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/89800/000119312523190077/d488898dex31.htm)[’](https://www.sec.gov/Archives/edgar/data/89800/000119312523190077/d488898dex31.htm)[s] [added: Company’s] Current Report on Form 8-K dated July 18, 2023, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312523190077/d488898dex31.htm) | | | [added: | | |]

| [removed: 4.] [added: 4.1] | | | [removed: (a)] | | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 filed as Exhibit 4(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/89800/000008980022000007/shw-12312021xex4a.htm) | | | [added: | | |]

| [added: 4.2] | | | [removed: (b)] | | | [Indenture between the Company and The Bank of New York Mellon (as successor to Chemical Bank), as trustee, dated as of February 1, 1996, filed as Exhibit 4(a) to Form S-3 Registration Statement Number 333-01093 dated February 20, 1996, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/0000950152-96-000590.txt)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/0000950152-96-000590.txt)] | | | [added: | | |]

| [added: 4.2.1] | | | [removed: (c)] | | | [added: | | |] [Third Supplemental Indenture by and between the Company and The Bank of New York Mellon, as trustee (including Form of Note), dated as of December 7, 2012, filed as Exhibit 4.2 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/89800/000119312512494770/d449466dex42.htm)[’](http://www.sec.gov/Archives/edgar/data/89800/000119312512494770/d449466dex42.htm)[s] [added: Company’s] Current Report on Form 8-K dated December 4, 2012, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312512494770/d449466dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312512494770/d449466dex42.htm)] | | |

| [added: 4.3] | | | [removed: (d)] | | | [Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex41.htm)] | | | [added: | | |]

| [added: 4.3.1] | | | [removed: (e)] | | | [added: | | |] [First Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex42.htm)] | | |

| [added: 4.3.2] | | | [removed: (f)] | | | [added: | | |] [Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, (including Form of Note), filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex43.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex43.htm)] | | |

| [added: 4.3.3] | | | [removed: (g)] | | | [removed: [Fifth] [added: | | | [Sixth] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit [removed: 4.3] [added: 4.4] to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex43.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex44.htm)] | | |

| [added: 4.3.4] | | | [removed: (h)] | | | [removed: [Sixth] [added: | | | [Seventh] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated May 16, 2017 (including Form of Note), filed as Exhibit [removed: 4.4] [added: 4.5] to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex44.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex45.htm)] | | |

| [added: 4.3.6] | | | [removed: (i)] | | | [removed: [Seventh] [added: | | | [Twelfth] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [removed: May 16,] [added: June 2,] 2017 (including Form of Note), filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K dated [removed: May 16,] [added: June 2,] 2017, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex45.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex45.htm)] | | |

| [added: 4.3.5] | | | [removed: (j)] | | | [removed: [Tenth] [added: | | | [Eleventh] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated June 2, 2017 (including Form of Note), filed as Exhibit [removed: 4.3] [added: 4.4] to the Company’s Current Report on Form 8-K dated June 2, 2017, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex43.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex44.htm)] | | |