Sherwin-Williams (SHW) 10-K risk factor changes: FY2025 vs FY2024

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

Changes in inflation rates, interest rates, tax rates, unemployment rates, labor costs, healthcare costs, recessionary conditions, geopolitical conditions, governmental policies, laws and 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 [removed: Ukraine and Israel and Hamas),] [added: Ukraine),] 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 availability and transportation and logistics delays and 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.

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

We expect inflationary pressure to continue to impact consumer and manufacturing customer behavior during [removed: 2025,] [added: 2026,] 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.

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

Protracted duration of economic downturns in cyclical segments of the economy [added: has in the past and] may [added: in the future] depress the demand for some of our products and adversely affect our sales, earnings, cash flow or financial condition.

These shifts in consumer behavior have in the past adversely impacted and may in the future adversely [added: impact demand for some of our products, and our results of operations, cash flow, liquidity or financial condition.]

[removed: Although the] Federal Reserve cut interest rates in [removed: 2024,] [added: 2025,] 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.

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 [removed: high] inflation to continue to impact consumer and manufacturing customer behavior in [removed: 2025.][added: 2026.]

We [removed: continue to] [added: have in the past and may in the future] see project backlogs 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.

While we would typically expect to see higher demand for our products as project backlogs are [removed: reduced in the future, inflation] [added: reduced, inflation, interest rates,] and other economic conditions may delay a recovery in demand, which may result in [removed: the] [added: any such] labor shortage and [removed: such] other conditions adversely impacting our sales, earnings, cash flow or financial condition.

Unexpected shortages and increases in the cost of raw materials and energy [added: have in the past and] may [added: in the future] adversely affect our earnings or cash flow.

Factors such as political instability, higher tariffs, 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 [removed: impacted] [added: in the past adversely impacted,] and may in the future adversely [removed: impact] [added: impact,] the availability and cost of raw materials and fuel supplies, our ability to meet customer demands for some of our products, adequately staff and maintain operations at affected facilities and our costs generally.

In addition, environmental [removed: 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.

Although raw materials and energy supplies (including oil and natural gas) are generally available from various sources in sufficient quantities, unexpected shortages and increases in the cost of raw materials and energy, supplier capacity constraints, or any deterioration in our relationships [removed: with] [added: with,] or the financial viability [removed: of] [added: of,] our suppliers, may have an adverse effect on our earnings or cash flow.

Wars, armed conflicts, political instability, civil disturbances and unrest, terrorist attacks and actions by governments in these areas (such as the ongoing conflict between Russia and Ukraine and [removed: Israel and Hamas and] any expansion or increase in the severity and intensity of [removed: such)] [added: the same)] 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, [added: in] the [added: past the] 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, certain raw material and energy prices decreased in 2023 and 2024, [added: and remained flat in 2025,] particularly resins and solvents derived from petrochemical feedstock sources such as propylene and ethylene.

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

During [removed: 2024,] [added: 2025,] no individual customer accounted for sales totaling more than ten percent of our sales.

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

In connection with our digitization initiative, we [removed: have begun] [added: are engaged in] a multi-year phased process to upgrade and harmonize certain components of our information technology systems, including our financial processing systems.

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

Despite [added: the security measures we have in place,] our [removed: efforts to prevent these threats] [added: facilities] and [removed: disruptions to our information technology] systems, [removed: these systems] and those of [removed: our third-party providers] [added: third parties we rely on or do business with,] may be [added: vulnerable to, or] affected by damage or interruption resulting from, [removed: among other causes,] cybersecurity [removed: incidents, attacks,] [added: issues, including cyber attacks (including AI-powered cyberattacks),] security breaches, [removed: power outages, system or operational failures] [added: fraud (including through phishing] or [added: social engineering attempts),] malware (including ransomware and other programs that operate with malicious [removed: intent).][added: intent), power outages, system failures, acts of vandalism, human or technical errors, or other similar events or disruptions.]

These risks are expected to continue to be magnified due to the increased reliance on information technology systems to conduct our business, including those used in furtherance of supporting remote and [added: hybrid in-office work environments and managing our global operating and financial processes.]

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

Compliance with these requirements, including the European Union’s General Data Protection Regulation, China’s Personal Information Protection, Data Security and Cyber Security Laws, [added: Brazil’s General Data Protection Law,] 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.

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, workplace culture and strategies, initiatives, programs and practices that drive belonging and a positive employee experience, or if qualified candidates or employees become more difficult to attract or retain under reasonable terms, we [added: have in the past and] may [added: in the future] experience higher labor-related [removed: costs and may be unable to attract, retain, develop and progress a qualified global workforce, which could adversely affect our business and future success and impair our ability to meet our strategic objectives and the needs of our customers.][added: costs.]

Although we have not experienced any material labor shortage to date, over the past few years, we have experienced an increasingly competitive labor [removed: market.][added: market and higher labor-related costs.]

The success of [added: the Suvinil acquisition, and other] past and future acquisitions depends in large part on our ability to integrate the operations and personnel of the acquired companies and manage challenges that may arise as a result of the acquisitions, particularly when the acquired businesses operate in new or foreign markets.

Net sales of our consolidated foreign subsidiaries totaled approximately [removed: 19.2%,] [added: 19.6%,] 19.2% and [removed: 19.4%] [added: 19.2%] of our total consolidated Net sales in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

Our results of operations, cash flow, liquidity or financial condition have in the past and could 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 [removed: Ukraine and Israel and Hamas),] [added: Ukraine),] difficulties in staffing and managing foreign operations and other economic and political factors.

Policy changes affecting international trade [added: have in the past and] could [added: in the future] adversely impact the demand for our products and our competitive position.

International, national and regional laws, 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, [added: have in the past, and] could [added: in the future,] interfere with our operations, supply chain, manufacturing costs and customer relationships and harm our business.

Due to the global scope of our operations, changes in government policies on foreign trade and investment [added: have and] may [added: continue to] affect the demand for our products and services, impact the competitive position of our products or prevent us from being able to sell products in certain countries.

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

[removed: 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] [added: Efforts] to withdraw from, or substantially modify such agreements, in addition to trends such as protectionism or 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.

We have established strategies and expectations for our business relating to certain sustainability considerations, including regarding reducing greenhouse gas emissions, increasing [removed: energy efficiency, increasing] use of electricity from renewable energy sources, reducing waste and improving safety performance.

Examples of such factors include, but are not limited to, evolving [removed: legal, regulatory and other standards, processes and assumptions; the pace of scientific and]

[added: legal, regulatory and other standards, processes and assumptions; the pace of scientific and] technological developments; increased costs; the availability of requisite suppliers, energy sources, or financing; and changes in carbon [removed: markets.][added: markets and carbon accounting rules.]

Although the

Cybersecurity incidents, threats and attacks are increasingly sophisticated, including due to advances in artificial intelligence (AI) capabilities, constantly evolving, and originate from many sources globally.

we could in the future experience similar incidents.

If we are unable to attract, retain, develop and progress a qualified global workforce, this could adversely affect our business and future success and impair our ability to meet our strategic objectives and the needs of our customers.

In October 2025, we completed our acquisition of Suvinil, a leading provider of architectural paints in Brazil, with annual sales of approximately $525 million.

Our business benefits from free trade agreements, including the United States-Mexico-Canada Agreement and EU-UK Trade and Cooperation Agreement.

- limit cash flow available to return to shareholders in the form of dividends and share repurchases;

energy efficiency activities or renewable energy use and to disclose information regarding our greenhouse gas emissions performance, renewable energy usage and efficiency, waste generation and recycling rates, climate-related risks, opportunities and oversight and related strategies and initiatives across our global operations.

consumer protection laws, enterprise liability, market share liability, public nuisance, unjust enrichment and other theories.

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

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

Despite the security measures we have in place, our facilities and systems and those of third parties we rely on or do business with, may be vulnerable to cybersecurity incidents, attacks, security breaches, malware (including ransomware and other programs that operate with malicious intent), power outages, system failures, acts of vandalism, human or technical errors, fraud (including through phishing or other social engineering attempts) or other similar events or disruptions.

If any of the banks in these

Payments to us by our

alter the performance and profitability of such products and packaging.

The Company will

[removed: (dollars] [added: (dollars] in millions, except as noted and per share [removed: data)][added: data)]

The Sherwin-Williams Company, founded in 1866, [removed: is] [added: and its consolidated subsidiaries (collectively, the Company) are] 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: function in] [added: function, which is representative of] the [removed: same] way it is internally organized for assessing performance and making decisions regarding the allocation of resources.

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

- Consolidated Net sales increased [added: 2.1%] in the year to [removed: a record $23.099] [added: $23.574] billion

- Diluted net income per share [removed: increased 14.1%] [added: decreased 2.7%] to [removed: $10.55] [added: $10.26] per share in the year compared to [removed: $9.25] [added: $10.55] per share in the full year [removed: 2023][added: 2024]

◦Adjusted diluted net income per share increased [removed: 9.5%] [added: 0.9%] to [removed: $11.33] [added: $11.43] per share in the year compared to [removed: $10.35] [added: $11.33] per share in the full year [removed: 2023][added: 2024]

- Generated Net operating cash of [removed: $3.153] [added: $3.452] billion, or [removed: 13.7%] [added: 14.6%] of Net [removed: sales,] [added: sales] in the year

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

[removed: We] [added: The Company] continued to generate strong cash flow from [removed: operations] [added: operations,] which was used for [removed: investment, an acquisition] [added: investment in capital expenditures, funding acquisitions] and returning cash to shareholders through dividends and repurchases of [removed: our] common stock.

[removed: We enter 2025 with] [added: Although the softer-for-longer demand environment is expected to continue in 2026, we have] confidence in our differentiated strategy, Success by Design, that continues to deliver innovative and productive solutions for our customers.

[removed: We] [added: Significant opportunities exist for each business, and we] will continue to support our growth strategy by executing initiatives within our enterprise priorities, including talent, simplification, digitization, supply chain responsiveness and sustainability.

Within [added: the] Paint Stores [removed: Group] and Consumer Brands [removed: Group,] [added: groups,] we anticipate continued economic pressures to impact [removed: consumer] [added: customer buying] behavior in [removed: both North America and Europe in 2025.][added: 2026.]

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

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

We have a strong liquidity position, with [removed: $210.4] [added: $207.2] million in cash and [removed: $3.274] [added: $3.649] billion of unused capacity under our credit facilities at December 31, [removed: 2024 and expect to end 2025 within our target debt-to-EBITDA leverage ratio of 2 to 2.5 times.][added: 2025.]

[removed: Lastly, we] [added: We] plan to expand our footprint by opening 80 to 100 new stores in the United States and Canada in [removed: 2025,] [added: 2026,] continue to evaluate acquisitions that align with our [removed: long-term growth] strategy and return value to our shareholders through the payment of dividends and [removed: the reinvestment of excess cash for share] repurchases of [removed: Company] [added: common] stock.

See Item 1A Risk Factors for further information regarding the current and potential impact of general business and macroeconomic conditions, including inflation rates and interest rates, [added: tariffs,] supply chain disruptions, raw material availability and 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: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

For comparisons of the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] filed on February 20, [removed: 2024.][added: 2025.]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | $ Change | | | | | | % Change | | | | | | Currency Impact | | | | | | Acquisition and Divestiture Impact | | |

Consolidated Net sales for [removed: 2024] [added: 2025] increased [removed: 0.2%] [added: 2.1%] primarily due to higher [added: Net] sales in the Paint Stores [removed: Group.][added: and Consumer Brands Groups.]

Net sales of all consolidated foreign subsidiaries [removed: decreased] [added: increased] to [removed: $4.426] [added: $4.615] billion in [removed: 2024] [added: 2025] compared to [removed: $4.428] [added: $4.426] billion in [removed: 2023] [added: 2024] primarily [removed: due to unfavorable currency translation impact in Latin America and lower Net sales in Asia] as a result of the [removed: divestiture of the China architectural business, partially offset by] higher Net sales in [removed: Europe as a result] [added: Latin America due to the October 2025 acquisition] of [removed: acquisitions.][added: Suvinil, partially offset by unfavorable foreign currency translation driven by Latin America.]

Net sales of all operations other than consolidated foreign subsidiaries increased to [removed: $18.673] [added: $18.959] billion for [removed: 2024] [added: 2025] compared to [removed: $18.624] [added: $18.673] billion for [removed: 2023.][added: 2024.]

Net sales in the Paint Stores Group increased [removed: 2.7%] [added: 3.2%] primarily due to [removed: sales volume growth and] selling price increases, which [removed: both] impacted Net sales by a [added: mid-single digit percentage, partially offset by a] low-single digit [removed: percentage.][added: decrease in sales volume.]

During [removed: 2024,] [added: 2025,] the Paint Stores Group opened [removed: 84] [added: 83] new stores and closed [removed: 5] [added: 3] locations for a net increase of [removed: 79] [added: 80] stores.

The total number of stores in operation at December 31, [removed: 2024] [added: 2025] was [removed: 4,773] [added: 4,853] in the United States, Canada and the Caribbean region.

The Paint Stores Group’s objective is to [removed: expand] [added: grow sales through the expansion of] its store base by an approximate average of 2% each [removed: year, primarily through organic growth.][added: year.]

Sales of products other than paint increased [removed: 0.6%] [added: 0.5%] over last year.

In [removed: 2024,] [added: 2025,] the Consumer Brands Group opened [removed: 18] [added: 13] new stores and closed [removed: 2] [added: 40] locations for a net [removed: increase] [added: decrease] of [removed: 16 new] [added: 27] stores.

The total number of stores in operation at December 31, [removed: 2024] [added: 2025] was [removed: 334] [added: 307] in [added: the] Latin [removed: America.][added: America region.]

In [removed: 2024,] [added: 2025,] the Performance Coatings Group [removed: added 2 net] [added: opened 6] new [added: branches and closed 13 branches for a net decrease of 7] branches, [removed: increasing] [added: decreasing] the total [added: at December 31, 2025] to [removed: 324] [added: 317] branches.

Net sales in the Administrative function, which primarily consists of external leasing revenue, increased by an insignificant amount in [removed: 2024.][added: 2025.]

| Net sales | | | $ | [removed: 23,098.5] [added: 23,574.3] | | | | | 100.0 | | % | | | | $ | [removed: 23,051.9] [added: 23,098.5] | | | | | 100.0 | | % |

| Cost of goods sold | | | [removed: 11,903.4] [added: 12,058.8] | | | | | | [removed: 51.5] [added: 51.2] | | % | | | | [removed: 12,293.8] [added: 11,903.4] | | | | | | [removed: 53.3] [added: 51.5] | | % |

| Gross profit | | | [removed: 11,195.1] [added: 11,515.5] | | | | | | [removed: 48.5] [added: 48.8] | | % | | | | [removed: 10,758.1] [added: 11,195.1] | | | | | | [removed: 46.7] [added: 48.5] | | % |

| Selling, general and administrative expenses (SG&A) | | | [removed: 7,422.1] [added: 7,695.0] | | | | | | [removed: 32.1] [added: 32.6] | | % | | | | [removed: 7,065.4] [added: 7,422.1] | | | | | | [removed: 30.6] [added: 32.1] | | % |

| Other general (income) expense - net | | | [removed: (38.8)] [added: (10.2)] | | | | | | [removed: (0.1)] [added: —] | | % | | | | [removed: 67.1] [added: (38.8)] | | | | | | [removed: 0.3] [added: (0.1)] | | % |

| Interest expense | | | [removed: 415.7] [added: 465.0] | | | | | | [removed: 1.8] [added: 1.9] | | % | | | | [removed: 417.5] [added: 415.7] | | | | | | 1.8 | | % |

| Interest income | | | [removed: (11.0)] [added: (11.2)] | | | | | | [removed: —] [added: (0.1)] | | % | | | | [removed: (25.2)] [added: (11.0)] | | | | | | [removed: (0.1)] [added: —] | | % |

Sherwin-Williams delivered strong 2025 results driven by solid core performance and a focus on operational discipline despite continued demand choppiness.

The outlook for the Performance Coatings Group is varied by end market and region with an expectation that the core business remains flat, however, new account wins and favorable business sales mix should drive growth.

At the business unit level, we expect modest growth in Automotive Refinish, Industrial Wood and General Industrial while Packaging sales are anticipated to be flattish.

Coil sales are expected to be slightly negative due to demand softness.

As it relates to consolidated expenses, raw material costs could be impacted by evolving tariff policies.

We will continue to monitor changes and impacts to our operations as we navigate this uncertain environment.

Long-term debt maturities due in 2026 are $350.1 million, which were fully repaid in January 2026 with short-term borrowings.

With the long-term debt maturities refinanced during 2025 and the interest related to the delayed draw term loans to fund the Suvinil acquisition, coupled with the incremental interest expense related to the new global headquarters and research and development center and the higher interest rates used to refinance the long-term debt maturities due in 2026, Interest expense is expected to increase by approximately $85 million in 2026.

| Paint Stores Group | | | $ | 13,605.9 | | | | | $ | 13,188.0 | | | | | $ | 417.9 | | | | | 3.2 | | % | | | | (0.1) | | % | | | | 0.2 | | % |

| Consumer Brands Group | | | 3,166.4 | | | | | | 3,108.0 | | | | | | 58.4 | | | | | | 1.9 | | % | | | | (1.1) | | % | | | | 5.3 | | % |

| Performance Coatings Group | | | 6,795.2 | | | | | | 6,797.3 | | | | | | (2.1) | | | | | | — | | % | | | | 0.4 | | % | | | | 1.0 | | % |

| Administrative | | | 6.8 | | | | | | 5.2 | | | | | | 1.6 | | | | | | 30.8 | | % | | | | 1.9 | | % | | | | — | | % |

| Total | | | $ | 23,574.3 | | | | | $ | 23,098.5 | | | | | $ | 475.8 | | | | | 2.1 | | % | | | | (0.1) | | % | | | | 1.1 | | % |

Net sales in the Consumer Brands Group increased 1.9% in 2025 primarily due to the October 2025 acquisition of Suvinil, which contributed $164.5 million, or 5.3%, partially offset by 1.1% of unfavorable foreign currency translation driven by Latin America.

Net sales in the Performance Coatings Group were essentially flat in 2025 when compared to 2024 due to an offsetting favorable impact from acquisitions and foreign currency translation and an unfavorable impact from selling prices attributable to product mix.

| | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |

| Impairment | | | 17.8 | | | | | | 0.1 | | % | | | | — | | | | | | — | | % |

The Consumer Brands Group’s Gross profit decreased $42.2 million in 2025 compared to the same period in 2024 primarily due to lower sales volumes and unfavorable currency translation impact, partially offset by the impact from the October 2025 acquisition of Suvinil.

The Performance Coatings Group’s Gross profit decreased $38.1 million compared to the same period in 2024 primarily due to an unfavorable impact from selling prices attributable to product mix, partially offset by the impact of acquisitions and favorable foreign currency translation.

The Consumer Brands Group’s SG&A increased $32.8 million, or 3.8% for the year primarily due to costs related to the October 2025 Suvinil acquisition, increased marketing & advertising and higher employee-related costs.

The Administrative function’s SG&A increased $53.3 million, or 7.5% primarily due to targeted restructuring activities and costs related to the new global headquarters and R&D center buildings.

The change was primarily attributable to a gain recognized in 2024 from insurance recoveries related to environmental matters at a current manufacturing site.

Impairment of $17.8 million was recorded in 2025 related to restructuring activities which impacted certain trademarks in the Asia, Latin America and Europe regions.

Interest expense increased $49.3 million in 2025 compared to 2024 primarily due to an increase in long-term debt, interest expense related to the new global headquarters and research and development center which were both placed into service in 2025 and an increase in short-term borrowings primarily to fund the October 2025 acquisition of Suvinil.

Other expense (income) - net changed by $65.6 million from income of $44.7 million in 2024 to expense of $20.9 million in 2025 primarily due to higher foreign currency transaction related losses in 2025 compared to 2024, including impacts from highly inflationary economies such as Argentina and an immaterial loss recognized in 2025 from a transaction to convert a foreign currency with limited liquidity to the U.S. dollar.

The remaining change is due to miscellaneous other income and expense, none of which were individually significant.

| Administrative | | | (1,175.6) | | | | | | (1,068.6) | | | | | | (107.0) | | | | | | (10.0) | | % |

| Total | | | $ | 3,338.2 | | | | | $ | 3,451.8 | | | | | $ | (113.6) | | | | | (3.3) | | % |

During 2025, the Company generated Net income of $2.569 billion, EBITDA of $4.480 billion and Adjusted EBITDA of $4.609 billion.

Current asset balances increased $606.6 million at December 31, 2025 compared to December 31, 2024 primarily due to an increase in Accounts receivable, net of $402.4 million, an increase in Other current assets of $177.3 million, primarily related to prepaid expenses and recoverable income taxes, and an increase in Inventories of $30.1 million.

These increases were offset by a decrease in Cash and cash equivalents of $3.2 million.

Current liability balances increased $111.6 million at December 31, 2025 compared to December 31, 2024 primarily due to an increase in Short-term borrowings of $538.1 million, an increase in Other accruals of $148.7 million primarily related to increases in liabilities related to customer considerations, accrued severance, current portion of non-traded investments and miscellaneous other accruals, partially offset by a decrease in insurance payables, an increase in Accounts payable of $101.0 million, an increase in Current portion of operating lease liabilities of $13.2 million and an increase in Accrued taxes of $13.1 million.

Buildings within Property, plant and equipment, net increased by $1.491 billion in the twelve months since December 31, 2024 primarily due to the new global headquarters and the R&D center meeting the criteria to be placed into service during 2025.

The new global headquarters and associated parking garage assets are depreciated over their useful lives of 60 and 45 years, respectively.

Additionally, the R&D center asset is depreciated over its useful life of 60 years.

The Company received the final proceeds for the new global headquarters in 2025 for a total of $800 million.

The amount of the lease payments during the initial 30 year lease term is estimated to be approximately $1.938 billion.

Refer to the Contractual and Other Obligations and Commercial Commitments section below for further information on the Company’s obligations.

| | | | 2025 | | | | | | 2024 | | |

The increase was primarily due to an increase in non-traded investments and pension plan assets.

- Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) increased 6.0% in the year to $4.492 billion or 19.4% of Net sales

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

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

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.

Demand softness is forecasted in General Industrial due to negative manufacturing trends in North America and Europe and choppiness is expected in Automotive Refinish, Protective and Marine and Industrial Wood.

Long-term debt maturities due in 2025 are $1.050 billion and are expected to be refinanced at higher interest rates.

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 | | % |

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.

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 | | | | | | | | |

| Impairment | | | — | | | | | | — | | % | | | | 57.9 | | | | | | 0.3 | | % |

The Consumer Brands Group’s Gross profit increased $181.1 million in 2024 compared to the same period in 2023 primarily due to higher fixed cost absorption in the manufacturing and distribution operations within the segment and moderating raw material costs, partially offset by lower Net sales.

The Performance Coatings Group’s Gross profit increased $13.6 million compared to the same period in 2023 primarily due to moderating raw material costs, partially offset by lower Net sales.

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 Administrative function’s SG&A increased $154.3 million or 27.7% primarily due to higher employee-related costs and increased expenses related to digital technologies and systems.

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.

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.

Interest expense decreased $1.8 million in 2024 compared to 2023 primarily due to a decrease in long-term debt, partially offset by higher interest expense as a result of an increase in short-term borrowings.

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.

The foreign currency transaction related losses in 2023 included a $41.8 million unfavorable impact from the significant devaluation of the Argentine peso in December 2023 as part of economic reforms implemented by the government of Argentina.

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 | | % |

These expenses were partially offset by a gain on the divestiture of a non-core domestic aerosol business of $0.06 per share.

The Company’s EBITDA increased 8.2% to $4.492 billion.

Current asset balances decreased $112.1 million at December 31, 2024 compared to December 31, 2023 primarily due to a decrease in Accounts receivable, net of $79.1 million, a decrease in Cash and cash equivalents of $66.4 million and a decrease in Inventories of $41.7 million.

These decreases were partially offset by an increase in Other current assets of $75.1 million, primarily related to prepaid expenses.

Current liability balances increased $181.8 million at December 31, 2024 compared to December 31, 2023 primarily due to an increase in Short-term borrowings of $288.2 million and an increase in Other accruals of $30.7 million primarily related to liabilities related to insurance, investments in U.S. affordable housing and historic renovation real estate partnerships and contracts with customers, partially offset by a decrease in short-term environmental liabilities.

In connection with the sale, proceeds of $47.2 million were received and an immaterial gain was recognized.

Construction of the new global headquarters and R&D center is expected to be complete in 2025.

[removed: We are] [added: The Company is] exposed to market risk associated with interest rates, foreign currency and commodity fluctuations.

[removed: We] [added: The Company] occasionally [removed: utilize] [added: utilizes] derivative instruments as part of [removed: our] [added: its] overall financial risk management policy, but [removed: do] [added: does] not use derivative instruments for speculative or trading purposes.

In [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] the Company utilized U.S. dollar to euro cross currency swap contracts to hedge the Company’s net investment in its European operations.

See [removed: Note] [added: Notes 1,] 16 [added: and 19] to the consolidated financial statements in Item [removed: 8.][added: 8 for further information on the use of derivative instruments.]

[removed: The] [added: In addition, the] Company entered into forward foreign currency exchange contracts during [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] primarily to hedge [removed: against] value changes in foreign currency.

There were no material contracts outstanding at December 31, [removed: 2024.][added: 2025.]

However, [removed: we do] [added: the Company does] not expect [added: foreign] currency [removed: translation, transaction] [added: translation] or [added: transactions, interest rate movement, commodity price fluctuations or] hedging contract losses to have a material adverse effect on [removed: our] [added: the Company’s] financial condition, results of operations or cash flows.

The Company entered into interest rate lock contracts in 2025 to hedge the variability in the benchmark interest rate for the 2025 issuance of long-term fixed rate debt.

The contracts were designated as cash flow hedges and settled in 2025.

The Company believes it may experience losses from foreign currency translation and transactions, interest rate movement and commodity price fluctuations.

Forward foreign currency exchange contracts are described in Note 19 to the consolidated financial statements in Item 8.

We believe we may experience continuing losses from foreign currency fluctuations.

Our principal executive offices are located at [removed: 101 West Prospect Avenue,] [added: 1 Sherwin Way,] Cleveland, Ohio [removed: 44115-1075,] [added: 44113-2206,] telephone (216) 566-2000.

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

Paint Stores Group consisted of [removed: 4,773] [added: 4,853] company-operated specialty paint stores in the United States, Canada and the Caribbean region at December 31, [removed: 2024.][added: 2025.]

The Consumer Brands Group also consisted of [removed: 334] [added: 307] company-operated specialty paint stores in Latin America at December 31, [removed: 2024.][added: 2025.]

Approximately 63% of the total sales of the Consumer Brands Group in [removed: 2024] [added: 2025] 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: 324] [added: 317] company-operated branches, a direct sales staff and outside sales representatives to retailers, dealers, jobbers, licensees and other third-party distributors.

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

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 Company, including the Company’s [removed: current] [added: new and former] global headquarters and [added: former] research and development center and disposal of idle facilities.

The Administrative function’s remaining assets consist primarily of cash and cash equivalents, investments and [removed: deferred] [added: noncurrent] pension assets.

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

*•Consumer Brands Group:* Cabot®, Colorgin®, Condor®, Dupli-Color®, Dutch Boy®, Geocel®, HGTV HOME® by Sherwin-Williams, Krylon®, Minwax®, Purdy®, Ronseal®, [added: Suvinil®,] Thompson’s® WaterSeal®, Valspar®, White Lightning®

*•Performance Coatings Group:* Sherwin-Williams®, Acrolon®, AcromaPro®, ATX®, DeBeer Refinish®, Duraspar®, EcoDex®, Envirolastic®, Excelo®, EzDex®, Fastline®, Firetex®, Fluropon®, Gross & Perthun™, Heat-Flex®, House of Kolor®, Huarun®, ICA®, Inver®, Kem Aqua®, Klumpp Coatings™, Lazzuril®, Macropoxy®, Martin [added: Senour®, Matrix Edge®, M.L. Campbell®, Octoral®, Oskar Nolte™, PermaClad®, Polane®, Powdura®, Sayerlack®, Sher-Wood®, Sumaré®, Ultra 9K®, Ultra 7000®, ValPure®, Valspar®]

We believe that sufficient productive capacity currently exists to fulfill our needs for paint, coatings and related products during [removed: 2025.][added: 2026.]

At December 31, [removed: 2024,] [added: 2025,] we employed [removed: 63,890] [added: 64,249] people worldwide, of which approximately [removed: 75%] [added: 73%] were in the United States.

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

In [removed: 2024,] [added: 2025,] we continued supporting employees in life, career and connection.

We have over [removed: 400] [added: 450] employee-led communities that bring together employees from various groups, divisions and functional teams to create greater synergy around business objectives and serve as a hub for innovation, professional development and mentorship opportunities that enable our employees to thrive and find long-term success at Sherwin-Williams.

During [removed: 2024,] [added: 2025,] we hired approximately [removed: 1,500] [added: 1,700] professionals through our management trainee program as part of our long-term growth initiatives.

During [removed: 2024,] [added: 2025,] our employees 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.

We measure our progress toward creating a culture of excellence that empowers employees to learn, grow and achieve their aspirations by conducting periodic pulse surveys and a global engagement survey, which we conducted in [removed: 2023] [added: 2025] and expect to conduct every other year.

For [removed: additional] [added: further] information regarding environmental-related matters, see Notes 1, 10 and 19 to the consolidated financial statements in Item 8.

- our ability to achieve our strategies or expectations relating to sustainability considerations, including as a result of evolving legal, regulatory and other standards, processes and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisite suppliers, energy sources, or financing and changes in carbon [removed: markets;][added: markets and carbon accounting rules;]

Patent and Licensing Income

In 2025, we introduced a new backup child and elder care benefit and increased the annual discount on medical plan contributions that employees can earn by participating in our well-being program.

More recently, in 2026 we launched a new global well-being program and platform to give all employees access to engaging tools and resources that will help drive better health outcomes.

Senour®, Matrix Edge®, M.L. Campbell®, Octoral®, Oskar Nolte™, PermaClad®, Polane®, Powdura®, Sayerlack®, Sher-Wood®, Sumaré®, Ultra 9K®, Ultra 7000®, ValPure®, Valspar®

Patents

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.

We continue to permit remote, alternate and flexible work arrangements where possible to promote increased flexibility and support employee health and well-being, while maintaining our focus on collaboration and engagement.

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

On May 12, 2025, a subsidiary of the Company, The Sherwin-Williams Manufacturing Company (SWM), was served with a Petition and Application for Injunctive Relief from the State of Texas, through its Attorney General on behalf of the Texas Commission on Environmental Quality, filed in the District Court of Travis County, Texas, and on January 30, 2026, the State filed a First Amended Petition and Application for Injunctive Relief (together, the Petition).

The Petition alleges that one of SWM’s Garland, Texas facility’s past operations violated Texas environmental regulations related to air and water emissions, and includes events related to the fire experienced at that facility on August 8, 2023.

The Petition seeks injunctive relief, civil penalties, reimbursement of response costs, expenses, and attorney fees and costs.

SWM denies the violations and claims for relief as alleged and intends to vigorously defend these claims if SWM is unable to resolve this matter to the mutual satisfaction of the parties.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of common stock held by non-affiliates of the Registrant at June 30, [removed: 2024] [added: 2025] was [removed: $75,067,265,612] [added: $85,532,942,889] (computed by reference to the price at which the common stock was last sold on such date).

At January 31, [removed: 2025, 251,364,135] [added: 2026, 247,774,767] shares of common stock were outstanding, net of treasury shares.

Portions of our Proxy Statement for the [removed: 2025] [added: 2026] 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: 2024] [added: 2025] are incorporated by reference into Part III of this report.

| Item 1. | | | [removed: [Business](#i191ee38e3db74156b201255c1e5f141a_13)] [added: [Business](#i88c96b8b993d41c3b609837bae92196c_13)] | | | [removed: [1](#i191ee38e3db74156b201255c1e5f141a_13)] [added: [1](#i88c96b8b993d41c3b609837bae92196c_13)] | | |

| | | | [Cautionary Statement Regarding Forward-Looking [removed: Information](#i191ee38e3db74156b201255c1e5f141a_16)] [added: Information](#i88c96b8b993d41c3b609837bae92196c_16)] | | | [removed: [5](#i191ee38e3db74156b201255c1e5f141a_16)] [added: [5](#i88c96b8b993d41c3b609837bae92196c_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i191ee38e3db74156b201255c1e5f141a_19)] [added: Factors](#i88c96b8b993d41c3b609837bae92196c_19)] | | | [removed: [6](#i191ee38e3db74156b201255c1e5f141a_19)] [added: [6](#i88c96b8b993d41c3b609837bae92196c_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i191ee38e3db74156b201255c1e5f141a_22)] [added: Comments](#i88c96b8b993d41c3b609837bae92196c_22)] | | | [removed: [16](#i191ee38e3db74156b201255c1e5f141a_22)] [added: [16](#i88c96b8b993d41c3b609837bae92196c_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i191ee38e3db74156b201255c1e5f141a_25)] [added: [Cybersecurity](#i88c96b8b993d41c3b609837bae92196c_25)] | | | [removed: [16](#i191ee38e3db74156b201255c1e5f141a_25)] [added: [16](#i88c96b8b993d41c3b609837bae92196c_25)] | | |

| Item 2. | | | [removed: [Properties](#i191ee38e3db74156b201255c1e5f141a_28)] [added: [Properties](#i88c96b8b993d41c3b609837bae92196c_28)] | | | [removed: [18](#i191ee38e3db74156b201255c1e5f141a_28)] [added: [18](#i88c96b8b993d41c3b609837bae92196c_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i191ee38e3db74156b201255c1e5f141a_31)] [added: Proceedings](#i88c96b8b993d41c3b609837bae92196c_31)] | | | [removed: [19](#i191ee38e3db74156b201255c1e5f141a_31)] [added: [19](#i88c96b8b993d41c3b609837bae92196c_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i191ee38e3db74156b201255c1e5f141a_34)] [added: Disclosures](#i88c96b8b993d41c3b609837bae92196c_34)] | | | [removed: [19](#i191ee38e3db74156b201255c1e5f141a_34)] [added: [19](#i88c96b8b993d41c3b609837bae92196c_34)] | | |

| | | | [Information About Our Executive [removed: Officers](#i191ee38e3db74156b201255c1e5f141a_37)] [added: Officers](#i88c96b8b993d41c3b609837bae92196c_37)] | | | [removed: [20](#i191ee38e3db74156b201255c1e5f141a_37)] [added: [20](#i88c96b8b993d41c3b609837bae92196c_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and [removed: Issuer](#i191ee38e3db74156b201255c1e5f141a_43)[ ](#i191ee38e3db74156b201255c1e5f141a_43)[Purchases] [added: Issuer](#i88c96b8b993d41c3b609837bae92196c_43)[ ](#i88c96b8b993d41c3b609837bae92196c_43)[Purchases] of Equity [removed: Securities](#i191ee38e3db74156b201255c1e5f141a_43)] [added: Securities](#i88c96b8b993d41c3b609837bae92196c_43)] | | | [removed: [22](#i191ee38e3db74156b201255c1e5f141a_43)] [added: [22](#i88c96b8b993d41c3b609837bae92196c_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i191ee38e3db74156b201255c1e5f141a_46)] [added: [\[Reserved\]](#i88c96b8b993d41c3b609837bae92196c_46)] | | | [removed: [23](#i191ee38e3db74156b201255c1e5f141a_46)] [added: [23](#i88c96b8b993d41c3b609837bae92196c_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results [removed: of](#i191ee38e3db74156b201255c1e5f141a_49)[ ](#i191ee38e3db74156b201255c1e5f141a_49)[Operations](#i191ee38e3db74156b201255c1e5f141a_49)] [added: of](#i88c96b8b993d41c3b609837bae92196c_49)[ ](#i88c96b8b993d41c3b609837bae92196c_49)[Operations](#i88c96b8b993d41c3b609837bae92196c_49)] | | | [removed: [24](#i191ee38e3db74156b201255c1e5f141a_49)] [added: [24](#i88c96b8b993d41c3b609837bae92196c_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i191ee38e3db74156b201255c1e5f141a_67)] [added: Risk](#i88c96b8b993d41c3b609837bae92196c_67)] | | | [removed: [40](#i191ee38e3db74156b201255c1e5f141a_67)] [added: [41](#i88c96b8b993d41c3b609837bae92196c_67)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i191ee38e3db74156b201255c1e5f141a_70)] [added: Data](#i88c96b8b993d41c3b609837bae92196c_70)] | | | [removed: [41](#i191ee38e3db74156b201255c1e5f141a_70)] [added: [42](#i88c96b8b993d41c3b609837bae92196c_70)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and [removed: Financial](#i191ee38e3db74156b201255c1e5f141a_184)[ ](#i191ee38e3db74156b201255c1e5f141a_184)[Disclosure](#i191ee38e3db74156b201255c1e5f141a_184)] [added: Financial](#i88c96b8b993d41c3b609837bae92196c_178)[ ](#i88c96b8b993d41c3b609837bae92196c_178)[Disclosure](#i88c96b8b993d41c3b609837bae92196c_178)] | | | [removed: [94](#i191ee38e3db74156b201255c1e5f141a_184)] [added: [97](#i88c96b8b993d41c3b609837bae92196c_178)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i191ee38e3db74156b201255c1e5f141a_187)] [added: Procedures](#i88c96b8b993d41c3b609837bae92196c_181)] | | | [removed: [94](#i191ee38e3db74156b201255c1e5f141a_187)] [added: [97](#i88c96b8b993d41c3b609837bae92196c_181)] | | |

| Item 9B. | | | [Other [removed: Information](#i191ee38e3db74156b201255c1e5f141a_190)] [added: Information](#i88c96b8b993d41c3b609837bae92196c_184)] | | | [removed: [94](#i191ee38e3db74156b201255c1e5f141a_190)] [added: [97](#i88c96b8b993d41c3b609837bae92196c_184)] | | |

| Item 9C. | | | [Disclosure Regarding Jurisdictions that Prevent [removed: Inspections](#i191ee38e3db74156b201255c1e5f141a_193)] [added: Inspections](#i88c96b8b993d41c3b609837bae92196c_187)] | | | [removed: [94](#i191ee38e3db74156b201255c1e5f141a_193)] [added: [97](#i88c96b8b993d41c3b609837bae92196c_187)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i191ee38e3db74156b201255c1e5f141a_199)] [added: Governance](#i88c96b8b993d41c3b609837bae92196c_193)] | | | [removed: [95](#i191ee38e3db74156b201255c1e5f141a_199)] [added: [98](#i88c96b8b993d41c3b609837bae92196c_193)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i191ee38e3db74156b201255c1e5f141a_202)] [added: Compensation](#i88c96b8b993d41c3b609837bae92196c_196)] | | | [removed: [96](#i191ee38e3db74156b201255c1e5f141a_202)] [added: [99](#i88c96b8b993d41c3b609837bae92196c_196)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and [removed: Related](#i191ee38e3db74156b201255c1e5f141a_205)[ ](#i191ee38e3db74156b201255c1e5f141a_205)[Stockholder Matters](#i191ee38e3db74156b201255c1e5f141a_205)] [added: Related](#i88c96b8b993d41c3b609837bae92196c_199)[ ](#i88c96b8b993d41c3b609837bae92196c_199)[Stockholder Matters](#i88c96b8b993d41c3b609837bae92196c_199)] | | | [removed: [96](#i191ee38e3db74156b201255c1e5f141a_205)] [added: [99](#i88c96b8b993d41c3b609837bae92196c_199)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i191ee38e3db74156b201255c1e5f141a_208)] [added: Independence](#i88c96b8b993d41c3b609837bae92196c_202)] | | | [removed: [96](#i191ee38e3db74156b201255c1e5f141a_208)] [added: [99](#i88c96b8b993d41c3b609837bae92196c_202)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i191ee38e3db74156b201255c1e5f141a_211)] [added: Services](#i88c96b8b993d41c3b609837bae92196c_205)] | | | [removed: [96](#i191ee38e3db74156b201255c1e5f141a_211)] [added: [99](#i88c96b8b993d41c3b609837bae92196c_205)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i191ee38e3db74156b201255c1e5f141a_217)] [added: Schedules](#i88c96b8b993d41c3b609837bae92196c_211)] | | | [removed: [97](#i191ee38e3db74156b201255c1e5f141a_217)] [added: [100](#i88c96b8b993d41c3b609837bae92196c_211)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i191ee38e3db74156b201255c1e5f141a_220)] [added: Summary](#i88c96b8b993d41c3b609837bae92196c_214)] | | | [removed: [104](#i191ee38e3db74156b201255c1e5f141a_220)] [added: [106](#i88c96b8b993d41c3b609837bae92196c_214)] | | |

| 1 Sherwin Way | | | | | | | | |

| Cleveland, | | | Ohio | | | 44113-2206 | | |

| [PART I](#i88c96b8b993d41c3b609837bae92196c_10) | | | | | | | | |

| [PART II](#i88c96b8b993d41c3b609837bae92196c_40) | | | | | | | | |

| [PART III](#i88c96b8b993d41c3b609837bae92196c_190) | | | | | | | | |

| [PART IV](#i88c96b8b993d41c3b609837bae92196c_208) | | | | | | | | |

| | | | [Signatures](#i88c96b8b993d41c3b609837bae92196c_217) | | | [107](#i88c96b8b993d41c3b609837bae92196c_217) | | |

| 101 West Prospect Avenue | | | | | | | | |

| Cleveland, | | | Ohio | | | 44115-1075 | | |

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

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

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

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

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

The ERM program also facilitates the incorporation of risk assessment and evaluation into the strategic [removed: planning process and the provision of regular reports to senior management, including our CEO.]

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

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

See Risk Factors in Item 1A for [removed: additional] [added: further] information on cybersecurity risks.

planning process and the provision of regular reports to senior management, including our CEO.

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

During [removed: 2023,] [added: 2025,] the Company [removed: closed on a transaction to sell and subsequently lease back] [added: substantially completed the construction of] its [removed: current] [added: new] global headquarters and research and development center.

Refer to Item 7 for further information on [removed: the construction of] our new global headquarters and research and development center.

| | | | [added: Manufacturing (1)] | | | [removed: Manufacturing (1)] | | | | | | | | | | | | [added: | | |] Distribution (1) | | | | | | | | | [added: | | | | | |]

| | | | [added: Leased] | | | [removed: Leased] | | | Owned | | | [added: | | |] Total | | | | | | Leased | | | [added: | | |] Owned | | | [added: | | |] Total | | |

| Consumer Brands Group | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Africa | | | | | | | | | 1 | | | [added: | | |] 1 | | | | | | | | | [added: | | |] 1 | | | [added: | | |] 1 | | |

| Asia | | | [added: 3] | | | [removed: 3] | | | 6 | | | [added: | | |] 9 | | | | | | 3 | | | [removed: 4] | | | [removed: 7] [added: 5] | | | [added: | | | 8 | | |]

| Canada | | | | | | | | | 3 | | | [added: | | |] 3 | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 1] | | | [added: | | | 2 | | |]

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

| Jamaica | | | | | | | | | 1 | | | [added: | | |] 1 | | | | | | | | | [added: | | |] 1 | | | [added: | | |] 1 | | |

| Latin America | | | | | | | | | [removed: 12] [added: 14] | | | [removed: 12] | | | [added: 14] | | | [removed: 5] | | | [removed: 10] [added: 7] | | | [added: | | | 8 | | | | | |] 15 | | |

| United States | | | [added: 6] | | | [removed: 6] | | | 42 | | | [added: | | |] 48 | | | | | | [removed: 14] [added: 13] | | | [added: | | |] 12 | | | [removed: 26] | | | [added: 25 | | |]

| Total | | | [added: 11] | | | [removed: 11] | | | [removed: 81] [added: 84] | | | [removed: 92] | | | [added: 95] | | | [removed: 26] | | | [removed: 41] [added: 28] | | | [removed: 67] | | | [added: 40 | | | | | | 68 | | |]

| Performance Coatings Group | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | |]

| Europe | | | [added: 1] | | | [removed: 1] | | | 8 | | | [added: | | |] 9 | | | | | | [removed: 4] [added: 2] | | | [added: | | |] 4 | | | [removed: 8] | | | [added: 6 | | |]

| Latin America | | | | | | [added: | | |] 1 | | | | | | 1 | | | | | | | | | | | | [added: 1] | | | [added: | | | 1 | | |]

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

| Total | | | [added: 1] | | | [removed: 2] | | | [removed: 9] [added: 10] | | | [added: | | |] 11 | | | | | | [removed: 6] [added: 3] | | | [removed: 4] | | | [removed: 10] [added: 5] | | | [added: | | | 8 | | |]

The operations of the Paint Stores Group included [removed: 4,773] [added: 4,853] company-operated specialty paint stores, of which 206 were owned, in the United States, Canada, Puerto Rico, Virgin Islands, Grenada, Trinidad and Tobago, St. Maarten, Jamaica, Curaçao, Aruba, St. Lucia and Barbados at December 31, [removed: 2024.][added: 2025.]

At the end of [removed: 2024:][added: 2025:]

- the Mid Western Division operated [removed: 1,204] [added: 1,219] paint stores primarily located in the mid west and upper west coast states;

- the Eastern Division operated [removed: 921] [added: 929] paint stores along the upper east coast and New England states;

- the Canada Division operated [removed: 259] [added: 263] paint stores throughout Canada;

- the Southeastern Division operated [removed: 1,210] [added: 1,232] paint stores principally covering the lower east and gulf coast states, Puerto Rico, Virgin Islands, Grenada, Trinidad and Tobago, St. Maarten, Jamaica, Curaçao, Aruba, St. Lucia and Barbados; and

- the Southwestern Division operated [removed: 1,179] [added: 1,210] paint stores in the central plains and lower west coast states.

During [removed: 2024,] [added: 2025,] the Paint Stores Group opened [removed: 79] [added: 80] net new stores, consisting of [removed: 84] [added: 83] new stores opened and [removed: 5] [added: 3] stores closed.

The Consumer Brands Group operated [removed: 334] [added: 307] specialty paint stores in Latin America at December 31, [removed: 2024.][added: 2025.]

These paint stores are located in Mexico [removed: (180),] [added: (190),] Chile [removed: (57), Brazil (49),] [added: (47),] Ecuador [removed: (37)] [added: (33), Brazil (26)] and Uruguay (11).

During [removed: 2024,] [added: 2025,] the Consumer Brands Group opened [removed: 16 net new stores, consisting of 18] [added: 13] new stores [removed: opened] and [removed: 2 stores closed.][added: closed 40 locations for a net decrease of 27 stores.]

The Performance Coatings Group operated [removed: 225] [added: 218] branches in the United States and 99 branches internationally at December 31, [removed: 2024.][added: 2025.]

International locations consisted of branches in Europe [removed: (47),] [added: (46),] Canada [removed: (22),] [added: (23),] Chile (11), Mexico (5), Peru (3), Ecuador (2), Brazil (2), Thailand (2), Indonesia (2), Vietnam (1), Singapore (1) and China (1).

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

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

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Australia | | | | | | | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | 1 | | |

During 2025, the Performance Coatings Group opened 6 branches and closed 13 branches for a net decrease of 7 branches.

Construction of the Company’s new global headquarters and research and development center is expected to be completed in 2025.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

During 2024, this segment added 2 new branches.

| Heidi G. Petz | | | [removed: 50] [added: 51] | | | Chair, President and Chief Executive Officer | | |

| [removed: Allen J. Mistysyn] [added: Benjamin E. Meisenzahl] | | | [removed: 56] [added: 44] | | | Senior Vice President – Finance and Chief Financial Officer | | |

| Marlena K. Boyce | | | [removed: 46] [added: 47] | | | Senior Vice President – [added: Chief] Human Resources [added: Officer] | | |

| Mary L. Garceau | | | [removed: 52] [added: 53] | | | Senior Vice President – Chief Legal Officer and Secretary | | |

| James R. Jaye | | | [removed: 58] [added: 59] | | | Senior Vice President – Investor Relations and Corporate Communications | | |

| J. Paul Lang | | | [removed: 48] [added: 49] | | | Senior Vice President – Enterprise Finance and Chief Accounting Officer | | |

| Bryan J. Young | | | [removed: 49] [added: 50] | | | Senior Vice President – Corporate Strategy and Development | | |

| Justin T. Binns | | | [removed: 49] [added: 50] | | | President, Global Architectural | | |

| Karl J. Jorgenrud | | | [removed: 48] [added: 49] | | | President, Global Industrial | | |

| Todd D. Rea | | | [removed: 50] [added: 51] | | | President, Consumer Brands Group | | |

| Colin M. Davie | | | [removed: 56] [added: 57] | | | President & General Manager, Global Supply Chain Division, Consumer Brands Group | | |

Mr. [removed: Mistysyn] [added: Meisenzahl] has served as Senior Vice President – Finance and Chief Financial Officer since January [removed: 2017.][added: 2026.]

Mr. [removed: Mistysyn] [added: Meisenzahl] has been employed with the Company since [removed: June 1990.][added: January 2004.]

Ms. Boyce has served as Senior Vice President – [added: Chief] Human Resources [added: Officer] since [removed: January] [added: October] 2025.

[added: Prior to that,] 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 [removed: 2022] [added: 2022,] and as Vice President, Human Resources, Industrial Wood Division, Performance Coatings Group from March 2019 to January 2021.

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, [added: Performance Coatings Group from July 2018 to November 2020.]

Mr. Meisenzahl served as Senior Vice President – Finance from May 2023 to January 2026, and as Senior Vice President – Finance Transformation from March 2021 to May 2023.

Prior to that, Mr. Meisenzahl served within the Performance Coatings Group as Senior Vice President – Financial Excellence Initiatives from August 2020 to March 2021 and as Vice President – Finance, Industrial Wood Division from March 2018 to August 2020.

Ms. Boyce served as Senior Vice President – Human Resources from January 2025 to October 2025.

Performance Coatings Group from July 2018 to November 2020.

The number of shareholders of record at January 31, [removed: 2025] [added: 2026] was [removed: 4,864.][added: 4,662.]

The following table sets forth a summary of the Company’s purchases of common stock during the fourth quarter of [removed: 2024.][added: 2025.]

| Period | | | [removed: | | |] Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of a Publicly Announced Plan | | | | | | Maximum Number of Shares that May Yet Be Purchased Under the Plan | | |

| October 1 – October 31 | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| Share repurchase program (1) | | | [removed: | | | 850,000] [added: —] | | | | | | $ | [removed: 364.96] [added: —] | | | | | [removed: 850,000] [added: —] | | | | | | [removed: 34,425,000] [added: 29,975,000] | | |

| November 1 – November 30 | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| Share repurchase program (1) | | | [removed: | | |] [added: —] | | | | | | [added: $] | [added: —] | | | | | [added: —] | | | | | | [removed: 34,425,000] [added: 29,625,000] | | |

| December 1 – December 31 | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| Total | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

The Company had remaining authorization at December 31, [removed: 2024] [added: 2025] to purchase [removed: 34,425,000] [added: 29,625,000] shares.

The following graph compares the cumulative total shareholder return on the Company’s common stock (NYSE: SHW) with the cumulative five-year total return of the companies listed on the Standard & Poor’s 500 Stock Index and [removed: the] [added: an industry] peer [removed: groups] [added: group] of companies selected on a line-of-business basis.

The cumulative five-year total return assumes $100 was invested on December 31, [removed: 2019] [added: 2020] in Sherwin-Williams common stock, the S&P 500 and the [added: industry] peer group.

The cumulative five-year total return, including reinvestment of dividends, represents the cumulative value through December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

[removed: Peer] [added: (1) Industry peer] group of companies 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 Inc. and Stanley Black & Decker, Inc.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Employee transactions (2) | | | 1,921 | | | | | | $ | 257.31 | | | | | — | | | | | | N/A | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program (1) | | | 350,000 | | | | | | $ | 337.27 | | | | | 350,000 | | | | | | 29,625,000 | | |

| Employee transactions (2) | | | 586 | | | | | | $ | 340.99 | | | | | — | | | | | | N/A | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Employee transactions (2) | | | 1,913 | | | | | | $ | 333.93 | | | | | — | | | | | | N/A | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Share repurchase program (1) | | | 350,000 | | | | | | $ | 337.27 | | | | | 350,000 | | | | | | 29,625,000 | | |

| Employee transactions (2) | | | 4,420 | | | | | | $ | 301.57 | | | | | — | | | | | | N/A | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [42](#i191ee38e3db74156b201255c1e5f141a_73)] [added: [43](#i88c96b8b993d41c3b609837bae92196c_73)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: [43](#i191ee38e3db74156b201255c1e5f141a_76)] [added: [44](#i88c96b8b993d41c3b609837bae92196c_76)] | | |

| Report of Management on the Consolidated Financial Statements | | | [removed: [45](#i191ee38e3db74156b201255c1e5f141a_79)] [added: [46](#i88c96b8b993d41c3b609837bae92196c_79)] | | |

| Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements (PCAOB ID: 42) | | | [removed: [46](#i191ee38e3db74156b201255c1e5f141a_82)] [added: [47](#i88c96b8b993d41c3b609837bae92196c_82)] | | |

| Statements of Consolidated Income | | | [removed: [48](#i191ee38e3db74156b201255c1e5f141a_85)] [added: [49](#i88c96b8b993d41c3b609837bae92196c_85)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [49](#i191ee38e3db74156b201255c1e5f141a_88)] [added: [50](#i88c96b8b993d41c3b609837bae92196c_88)] | | |

| Consolidated Balance Sheets | | | [removed: [50](#i191ee38e3db74156b201255c1e5f141a_91)] [added: [51](#i88c96b8b993d41c3b609837bae92196c_91)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [51](#i191ee38e3db74156b201255c1e5f141a_94)] [added: [52](#i88c96b8b993d41c3b609837bae92196c_94)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [52](#i191ee38e3db74156b201255c1e5f141a_97)] [added: [53](#i88c96b8b993d41c3b609837bae92196c_97)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [53](#i191ee38e3db74156b201255c1e5f141a_100)] [added: [54](#i88c96b8b993d41c3b609837bae92196c_100)] | | |

In order to ensure that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] 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 [removed: 43] [added: 44] of this report.

][added: cropped.jpg](https://www.sec.gov/Archives/edgar/data/89800/000008980026000008/shw-20251231_g2.jpg)]

[removed: ][added: ]

][added: Lang-Black1.jpg](https://www.sec.gov/Archives/edgar/data/89800/000008980026000008/shw-20251231_g4.jpg)]

We have audited The Sherwin-Williams Company and [removed: subsidiaries] [added: subsidiaries’] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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 and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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 the Company as of December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the [removed: index] [added: Index] at Item 15(a) and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion thereon.

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: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] 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 [removed: 42] [added: 43] of this report, we concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

We have audited the accompanying consolidated balance sheets of The Sherwin-Williams Company and subsidiaries (the Company) as of December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] 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: 2024,] [added: 2025,] and the related notes and [removed: the] financial statement schedule listed in the [removed: index] [added: 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: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 20, 2025] [added: 19, 2026] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 10 to the consolidated financial statements, the Company had short-term and long-term accruals for environmental-related activities of [removed: $66.4] [added: $52.7] million and [removed: $230.3] [added: $224.9] million, respectively, at December 31, [removed: 2024.] [added: 2025.] 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 [removed: judgement,] [added: judgment,] 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 [removed: judgement] [added: judgment] 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: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 23,098.5] [added: 23,574.3] | | | | | $ | [removed: 23,051.9] [added: 23,098.5] | | | | | $ | [removed: 22,148.9] [added: 23,051.9] | |

| Cost of goods sold | | | [removed: 11,903.4] [added: 12,058.8] | | | | | | [removed: 12,293.8] [added: 11,903.4] | | | | | | [removed: 12,823.8] [added: 12,293.8] | | |

| Gross profit | | | [removed: 11,195.1] [added: 11,515.5] | | | | | | [removed: 10,758.1] [added: 11,195.1] | | | | | | [removed: 9,325.1] [added: 10,758.1] | | |

| *Percent to Net sales* | | | [removed: 48.5] [added: 48.8] | | % | | | | [removed: *46.7*] [added: *48.5*] | | *%* | | | | [removed: *42.1*] [added: *46.7*] | | *%* |

| Selling, general and administrative expenses | | | [removed: 7,422.1] [added: 7,695.0] | | | | | | [removed: 7,065.4] [added: 7,422.1] | | | | | | [removed: 6,331.6] [added: 7,065.4] | | |

| *Percent to Net sales* | | | [removed: 32.1] [added: 32.6] | | % | | | | [removed: *30.6*] [added: *32.1*] | | *%* | | | | [removed: *28.6*] [added: *30.6*] | | *%* |

| Other general (income) expense - net | | | [removed: (38.8)] [added: (10.2)] | | | | | | [removed: 67.1] [added: (38.8)] | | | | | | [removed: (24.9)] [added: 67.1] | | |

| Impairment | | | [removed: —] [added: 17.8] | | | | | | [removed: 57.9] [added: —] | | | | | | [removed: 15.5] [added: 57.9] | | |

| Interest expense | | | [removed: 415.7] [added: 465.0] | | | | | | [removed: 417.5] [added: 415.7] | | | | | | [removed: 390.8] [added: 417.5] | | |

| Interest income | | | [removed: (11.0)] [added: (11.2)] | | | | | | [removed: (25.2)] [added: (11.0)] | | | | | | [removed: (8.0)] [added: (25.2)] | | |

| Other [removed: (income)] expense [added: (income)] - net | | | [removed: (44.7)] [added: 20.9] | | | | | | [removed: 65.5] [added: (44.7)] | | | | | | [removed: 47.0] [added: 65.5] | | |

| Income before income taxes | | | [removed: 3,451.8] [added: 3,338.2] | | | | | | [removed: 3,109.9] [added: 3,451.8] | | | | | | [removed: 2,573.1] [added: 3,109.9] | | |

| Income taxes | | | [removed: 770.4] [added: 769.7] | | | | | | [removed: 721.1] [added: 770.4] | | | | | | [removed: 553.0] [added: 721.1] | | |

As permitted by SEC rules, we have excluded the operations and related assets of the October 2025 acquisition of BASF SE’s Brazilian decorative paints business (Suvinil) from the scope of our assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

The Total assets and Net sales of Suvinil represented approximately 5.0% and less than 1.0% of the Company's respective consolidated Total assets and Net sales as of and for the year ended December 31, 2025.

Benjamin E.

Meisenzahl

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 BASF SE’s Brazilian decorative paints business (“Suvinil”), which is included in the 2025 consolidated financial statements of the Company and constituted 5.0% of total assets as of December 31, 2025 and less than 1.0% 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 Suvinil.

February 19, 2026


Benjamin E.

Meisenzahl


February 19, 2026

| Total | | | 0.9 | | | | | | (3.7) | | | | | | (3.6) | | |

(4) Net of taxes of $(1.5) million in 2025.

| Net income | | | $ | 2,568.5 | | | | | $ | 2,681.4 | | | | | $ | 2,388.8 | |

| Impairment | | | 17.8 | | | | | | — | | | | | | 57.9 | | |

| Other | | | 2.6 | | | | | | (10.9) | | | | | | (8.8) | | |

| Other | | | (74.8) | | | | | | (20.7) | | | | | | 363.7 | | |

| Costs incurred for restructuring | | | (71.3) | | | | | | — | | | | | | (57.0) | | |

| Net income | | | | | | | | | | | | | | | 2,568.5 | | | | | | | | | | | | | | | | | | 2,568.5 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 240.8 | | | | | | 240.8 | | |

| Treasury stock retired | | | (9.9) | | | | | | (578.5) | | | | | | (7,995.6) | | | | | | 8,584.0 | | | | | | | | | | | | — | | |

| Stock-based compensation activity | | | 0.5 | | | | | | 265.7 | | | | | | | | | | | | (23.3) | | | | | | | | | | | | 242.9 | | |

| Other adjustments | | | | | | | | | (58.9) | | | | | | | | | | | | | | | | | | | | | | | | (58.9) | | |

| Balance at December 31, 2025 | | | $ | 83.1 | | | | | $ | 4,204.5 | | | | | $ | 1,029.4 | | | | | $ | (84.3) | | | | | $ | (634.4) | | | | | $ | 4,598.3 | |

These include foreign currency forward contracts, cross currency swaps designated as net investment hedges and interest rate lock contracts designated as cash flow hedges.

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

The Company retains risk for certain liabilities.

See Note 12 for further information.

Reclassifications

Certain amounts in the consolidated financial statements for 2024 and 2023 have been reclassified to conform to the 2025 presentation.

Restructuring Initiatives

During 2025, the Company implemented certain restructuring initiatives to simplify its operating model and reduce the cost structure within the Administrative function, as well as the Consumer Brands and Performance Coatings Groups.

The actions taken better position the Company to continue to add long-term shareholder value.

The following table summarizes the activity associated with restructuring initiatives:

| | | | | | | Consumer Brands Group | | | | | | Performance Coatings Group | | | | | | Administrative | | | | | | Consolidated Totals | | |

| Balance at January 1, 2025 | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| Provisions: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Severance and related costs | | | | | | 15.1 | | | | | | 15.5 | | | | | | 54.0 | | | | | | 84.6 | | |

| Other qualified costs | | | | | | 24.0 | | | | | | 2.4 | | | | | | — | | | | | | 26.4 | | |

Allen J.

Mistysyn

February 20, 2025

See Note 16.

| Other postretirement benefit plan net cost | | | (17.0) | | | | | | (15.8) | | | | | | (1.6) | | |

| Other | | | 6.1 | | | | | | 7.0 | | | | | | 43.9 | | |

| Other | | | (20.7) | | | | | | 306.7 | | | | | | 32.5 | | |

| Proceeds from treasury stock issued | | | — | | | | | | — | | | | | | 22.0 | | |

| Balance at January 1, 2022 | | | $ | 90.8 | | | | | $ | 3,793.0 | | | | | $ | 2,121.7 | | | | | $ | (2,869.9) | | | | | $ | (698.4) | | | | | $ | 2,437.2 | |

| Treasury stock issued | | | | | | | | | 11.0 | | | | | | | | | | | | 11.0 | | | | | | | | | | | | 22.0 | | |

| Stock-based compensation activity | | | 0.4 | | | | | | 167.1 | | | | | | | | | | | | (33.5) | | | | | | | | | | | | 134.0 | | |

| Other adjustments | | | | | | | | | (7.2) | | | | | | (0.1) | | | | | | | | | | | | | | | | | | (7.3) | | |

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

There were no material foreign currency option and forward contracts outstanding at December 31, 2024, 2023 and 2022.

The Company also entered into cross currency swap contracts to hedge its net investment in European operations in 2024, 2023 and 2022.

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

Estimated amounts are accrued for certain workers’ compensation, employee medical and disability benefits, automobile and property claims filed but unsettled and estimated claims incurred but not reported.

There were $86.6 million of government incentives received as cash payments related to the construction of the Company’s new global headquarters and research and development center in 2022.

These government incentives were recorded as a reduction in the carrying amount of the respective assets under construction within Property, plant and equipment, net on the Consolidated Balance Sheets and within Other as an investing activity on the Statements of Consolidated Cash Flows.

There were no material government incentives received in 2024 or 2023.

Effective January 1, 2024, the Company adopted Accounting Standards Update (ASU) 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323): Accounting for investments in tax credit structures using the proportional amortization method.” This ASU allows entities to apply the proportional amortization method to all tax equity investments if certain conditions are met.

In addition, the ASU requires certain disclosures about the nature and financial implications of tax equity investments on an entity’s financial position, results of operations and cash flows, including the impact of transition on the periods presented, if any.

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.

Effective December 31, 2024, the Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss.

In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item.

The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others.

Lastly, all current required annual segment

reporting disclosures under Topic 280 are now effective for interim periods.

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 February 2025, the Company signed an agreement to acquire the Brazilian decorative paints business of BASF SE (BASF), which is a leading provider of architectural paints in Brazil with annual sales of approximately $525.0 million.

The closing of the transaction is subject to receipt of Brazilian antitrust approval, satisfaction or waiver of certain other customary closing conditions, as well as BASF’s completion of its carve-out of all relevant assets, properties, contracts, permits, rights and employees of the decorative paints business into a separate entity.

The Company will acquire all issued and outstanding equity interests in this separate entity for an agreed-upon cash purchase price of $1.15 billion, subject to customary post-closing adjustments.

The Company intends to finance the transaction through a combination of cash on hand, liquidity available under existing facilities and new debt.

*Pending*

In December 2024, the Company signed an agreement to acquire a European coil and industrial coatings company.

The transaction is subject to customary closing conditions and is expected to close in 2025.

As of December 31, 2024, $33.0 million of Property, plant and equipment, net, $27.9 million of finite-lived intangibles and $21.1 million of Goodwill were recognized from this transaction.

*Closed in 2022*

In April 2022, the Company completed the acquisition of the European industrial coatings business of Sika AG.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] 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.

Senior financial management includes the [removed: controller,] [added: chief accounting officer,] the treasurer, the principal financial/accounting personnel in our operating groups and 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 or] any persons performing similar functions, and that is required to be publicly disclosed pursuant to the rules of the SEC.

The information required by this item is set forth in our Proxy Statement under the captions [removed: “2024] [added: “2025] Director Compensation Table,” “Director Compensation Program,” “Executive Compensation,” “Executive Compensation Tables” and [removed: “2024] [added: “2025] 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](#i191ee38e3db74156b201255c1e5f141a_85)] [added: [49](#i88c96b8b993d41c3b609837bae92196c_85)] | | |

| Statements of Consolidated Comprehensive Income | | | [removed: [49](#i191ee38e3db74156b201255c1e5f141a_88)] [added: [50](#i88c96b8b993d41c3b609837bae92196c_88)] | | |

| Consolidated Balance Sheets | | | [removed: [50](#i191ee38e3db74156b201255c1e5f141a_91)] [added: [51](#i88c96b8b993d41c3b609837bae92196c_91)] | | |

| Statements of Consolidated Cash Flows | | | [removed: [51](#i191ee38e3db74156b201255c1e5f141a_94)] [added: [52](#i88c96b8b993d41c3b609837bae92196c_94)] | | |

| Statements of Consolidated Shareholders’ Equity | | | [removed: [52](#i191ee38e3db74156b201255c1e5f141a_97)] [added: [53](#i88c96b8b993d41c3b609837bae92196c_97)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [53](#i191ee38e3db74156b201255c1e5f141a_100)] [added: [54](#i88c96b8b993d41c3b609837bae92196c_100)] | | |

Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] is set forth below.

| *(millions of dollars)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

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

| Additions [removed: (deductions)] (1) | | | [removed: 17.9] [added: 33.5] | | | | | | [removed: 9.1] [added: 17.9] | | | | | | [removed: 0.3] [added: 9.1] | | |

| Ending balance | | | $ | [removed: 124.5] [added: 158.0] | | | | | $ | [removed: 106.6] [added: 124.5] | | | | | $ | [removed: 97.5] [added: 106.6] | |

(1) Additions [removed: (deductions)] did not have a material impact on the Income Statement in [removed: 2024, 2023] [added: 2025, 2024] or [removed: 2022.][added: 2023.]

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of the Company, [removed: as amended through February 18, 2015,] [added: dated April 16, 2025,] filed as Exhibit [removed: 3] [added: 3.1] to the Company’s Current Report on Form 8-K dated [removed: February 18, 2015,] [added: April 16, 2025,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515053447/d873135dex3.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000008980025000076/shw-amendedrestatedarticle.htm)] | | | | | | [added: | | |]

| 3.2 | | | | | | [removed: [Amendment to] [added: [Regulations of] the [added: Company (As] Amended and Restated [removed: Articles of Incorporation of the Company, as amended through February 18, 2015,] [added: July 19, 2023),] filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated [removed: March 3, 2021,] [added: July 18, 2023,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000089800/000119312521067572/d133201dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312523190077/d488898dex31.htm)] | | | | | | [added: | | |]

| [removed: 3.3] [added: 4.3] | | | | | | [removed: [Regulations of] [added: [Indenture by and between] the Company [removed: (As Amended] and [removed: Restated] [added: Wells Fargo Bank, National Association, as trustee, dated] July [removed: 19, 2023),] [added: 31, 2015,] filed as Exhibit [removed: 3.1] [added: 4.1] to the Company’s Current Report on Form 8-K dated July [removed: 18, 2023,] [added: 28, 2015,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312523190077/d488898dex31.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex41.htm)] | | | | | | [added: | | |]

| [removed: 4.1] [added: 19.1] | | | | | | [removed: [Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934] [added: [Insider Trading Policy,] filed as Exhibit [removed: 4(a)] [added: 19.1] to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2024,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000008980022000007/shw-12312021xex4a.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/89800/000008980025000030/shw-12312024xex191.htm)] | | | | | | [added: | | |]

| 4.2 | | | | | | [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 reference.](https://www.sec.gov/Archives/edgar/data/89800/0000950152-96-000590.txt) | | | | | | [added: | | |]

| 4.2.1 | | | | | | | | | [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 Company’s Current Report on Form 8-K dated December 4, 2012, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312512494770/d449466dex42.htm) | | | [added: | | |]

| [removed: 4.3] [added: 4.3.1] | | | | | | [removed: [Indenture] [added: | | | [Second Supplemental Indenture] by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [added: as of] July 31, [removed: 2015,] [added: 2015 (including Form of Note),] filed as Exhibit [removed: 4.1] [added: 4.3] to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex43.htm)] | | | | | |

| [removed: 4.3.1] [added: 4.3.6] | | | | | | | | | [removed: [First] [added: [Fourteenth] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [removed: July 31, 2015,] [added: as of August 26, 2019] (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated [removed: July 28, 2015,] [added: August 26, 2019,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312519228827/d793881dex42.htm)] | | | [added: | | |]

| 4.3.2 | | | | | | | | | [removed: [Second] [added: [Sixth] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [removed: July 31, 2015,] [added: as of 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 [removed: July 28, 2015,] [added: May 16, 2017,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312515272190/d15074dex43.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex44.htm)] | | | [added: | | |]

| 4.3.3 | | | | | | | | | [removed: [Sixth] [added: [Seventh] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [added: as of] 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.](https://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex44.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312517171590/d362611dex45.htm)] | | | [added: | | |]

| 4.3.4 | | | | | | | | | [removed: [Seventh] [added: [Twelfth] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [removed: May 16,] [added: as of 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.](https://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: [Eleventh] [added: [Thirteenth] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [removed: June 2, 2017] [added: as of August 26, 2019] (including Form of Note), filed as Exhibit [removed: 4.4] [added: 4.1] to the Company’s Current Report on Form 8-K dated [removed: June 2, 2017,] [added: August 26, 2019,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex44.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312519228827/d793881dex41.htm)] | | | [added: | | |]

| [removed: 4.3.6] [added: 4.3.7] | | | | | | | | | [removed: [Twelfth] [added: [Fifteenth] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [removed: June 2, 2017] [added: as of March 17, 2020] (including Form of Note), filed as Exhibit [removed: 4.5] [added: 4.1] to the Company’s Current Report on Form 8-K dated [removed: June 2, 2017,] [added: March 17, 2020,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312517193730/d403014dex45.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312520075832/d893614dex41.htm)] | | | [added: | | |]

| [removed: 4.3.7] [added: 4.3.8] | | | | | | | | | [removed: [Thirteenth] [added: [Sixteenth] Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated [removed: August 26, 2019] [added: as of March 17, 2020] (including Form of Note), filed as Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K dated [removed: August 26, 2019,] [added: March 17, 2020,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312519228827/d793881dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312520075832/d893614dex42.htm)] | | | [added: | | |]

| [removed: 4.3.8] [added: 4.4.2] | | | | | | | | | [removed: [Fourteenth] [added: [Fourth] Supplemental Indenture by and between the Company and [removed: Wells Fargo Bank,] [added: U.S. Bank Trust Company,] National Association, as trustee, dated [added: as of] August [removed: 26, 2019] [added: 9, 2024] (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August [removed: 26, 2019,] [added: 9, 2024,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312519228827/d793881dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312524197642/d806152dex42.htm)] | | | [added: | | |]

| 4.3.9 | | | | | | | | | [removed: [Fifteenth] [added: [Seventeenth] Supplemental Indenture by and between the Company and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as trustee, dated [removed: March 17, 2020] [added: as of November 10, 2021] (including Form of Note), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated [removed: March 17, 2020,] [added: November 10, 2021,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312520075832/d893614dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000089800/000119312521325864/d255617dex41.htm)] | | | [added: | | |]

| 4.3.10 | | | | | | | | | [removed: [Sixteenth] [added: [Eighteenth] Supplemental Indenture by and between the Company and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as [removed: trustee,] [added: Trustee,] dated [removed: March 17, 2020] [added: as of November 10, 2021] (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated [removed: March 17, 2020,] [added: November 10, 2021,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312520075832/d893614dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/0000089800/000119312521325864/d255617dex42.htm)] | | | [added: | | |]

| [removed: 4.3.11] [added: 4.4.1] | | | | | | | | | [removed: [Seventeenth] [added: [Third] Supplemental Indenture by and between the Company and U.S. Bank [added: Trust Company,] National Association, as trustee, dated [removed: November 10, 2021] [added: as of August 9, 2024] (including Form of Note), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated [removed: November 10, 2021,] [added: August 9, 2024,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000089800/000119312521325864/d255617dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312524197642/d806152dex41.htm)] | | | [added: | | |]

| [removed: 4.3.12] [added: 4.4.4] | | | | | | | | | [removed: [Eighteenth] [added: [Sixth] Supplemental Indenture by and between the Company and U.S. Bank [added: Trust Company,] National Association, as [removed: Trustee,] [added: trustee,] dated [removed: November 10, 2021] [added: as of July 31, 2025] (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated [removed: November 10, 2021,] [added: July 31, 2025,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000089800/000119312521325864/d255617dex42.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312525170219/d828681dex42.htm)] | | | [added: | | |]

| 4.4 | | | | | | [Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee, dated August 10, 2022, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 10, 2022, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312522217047/d364785dex41.htm) | | | | | | [added: | | |]

| [removed: 4.4.1] [added: 4.4.5] | | | | | | | | | [removed: [Second] [added: [Seventh] Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee, dated [removed: August 10, 2022] [added: as of July 31, 2025] (including Form of Note), filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated [removed: August 10, 2022,] [added: July 31, 2025,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312522217047/d364785dex43.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312525170219/d828681dex43.htm)] | | | [added: | | |]

| [removed: 4.4.2] [added: 4.4.3] | | | | | | | | | [removed: [Third] [added: [Fifth] Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee, dated [removed: August 9, 2024] [added: as of July 31, 2025] (including Form of Note), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated [removed: August 9, 2024,] [added: July 31, 2025,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312524197642/d806152dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312525170219/d828681dex41.htm)] | | | [added: | | |]

| 10.1 | | | | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated as of [removed: May 9, 2016,] [added: November 17, 2025,] by and among the Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated [removed: May 9, 2016,] [added: November 17, 2025,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312516583086/d193656dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312525284461/d48386dex41.htm)] | | | | | | [added: | | |]

| 10.1.1 | | | | | | | | | [Amendment No. 1 to the [added: Amended and Restated] Credit Agreement, dated as of [removed: May 12, 2016,] [added: February 9, 2026,] by and among [removed: the] [added: The Sherwin-Williams] Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated [removed: May 12, 2016,] [added: February 9, 2026,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312516588294/d165099dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312526042049/d62133dex41.htm)] | | | [added: | | |]

| [removed: 10.1.2] [added: 10.2.4] | | | | | | | | | [Amendment No. [removed: 2] [added: 4] to the [added: Amended and Restated] Credit Agreement, dated as of [removed: June 20, 2016,] [added: August 15, 2022,] by and among the Company, [removed: Citicorp] [added: Goldman Sachs Bank] USA, [removed: Inc.,] as administrative [removed: agent and] [added: agent, Goldman Sachs Mortgage Company, as] issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated [removed: June 20, 2016,] [added: August 15, 2022,] and incorporated herein by [removed: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312516625987/d176864dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/89800/000119312522220848/d361845dex41.htm)] | | | [added: | | |]