Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)Financial Statements

Page Number in Form 10-K
Statements of Consolidated Income49
Statements of Consolidated Comprehensive Income50
Consolidated Balance Sheets51
Statements of Consolidated Cash Flows52
Statements of Consolidated Shareholders’ Equity53
Notes to Consolidated Financial Statements54

(2) Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts and Reserves for the years ended December 31, 2025, 2024 and 2023 is set forth below. All other schedules for which provision is made in the applicable SEC accounting regulations are not required under the related instructions or are inapplicable and therefore have been omitted.

Valuation and Qualifying Accounts and Reserves

(Schedule II)

Changes in deferred tax asset valuation allowances were as follows:

(millions of dollars)202520242023
Beginning balance$124.5$106.6$97.5
Additions (1)33.517.99.1
Ending balance$158.0$124.5$106.6

(1) Additions did not have a material impact on the Income Statement in 2025, 2024 or 2023.

(3) Exhibits

3.1Amended and Restated Articles of Incorporation of the Company, dated April 16, 2025, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated April 16, 2025, and incorporated herein by reference.
3.2Regulations of the Company (As Amended and Restated July 19, 2023), filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated July 18, 2023, and incorporated herein by reference.
4.1Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (filed herewith).
4.2Indenture 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.
4.2.1Third 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.
4.3Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated July 31, 2015, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference.
4.3.1Second Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated as of July 31, 2015 (including Form of Note), filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated July 28, 2015, and incorporated herein by reference.
4.3.2Sixth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated as of May 16, 2017 (including Form of Note), filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference.
4.3.3Seventh Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated as of May 16, 2017 (including Form of Note), filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K dated May 16, 2017, and incorporated herein by reference.
4.3.4Twelfth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated 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 June 2, 2017, and incorporated herein by reference.
4.3.5Thirteenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated as of August 26, 2019 (including Form of Note), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 26, 2019, and incorporated herein by reference.
4.3.6Fourteenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated 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 August 26, 2019, and incorporated herein by reference.
4.3.7Fifteenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated as of March 17, 2020 (including Form of Note), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 17, 2020, and incorporated herein by reference.
4.3.8Sixteenth Supplemental Indenture by and between the Company and Wells Fargo Bank, National Association, as trustee, dated as of March 17, 2020 (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 17, 2020, and incorporated herein by reference.
4.3.9Seventeenth Supplemental Indenture by and between the Company and U.S. Bank National Association, as trustee, dated 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 November 10, 2021, and incorporated herein by reference.
4.3.10Eighteenth Supplemental Indenture by and between the Company and U.S. Bank National Association, as Trustee, dated 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 November 10, 2021, and incorporated herein by reference.
4.4Indenture 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.
4.4.1Third Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee, dated 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 August 9, 2024, and incorporated herein by reference.
4.4.2Fourth Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee, dated as of August 9, 2024 (including Form of Note), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 9, 2024, and incorporated herein by reference.
4.4.3Fifth Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee, dated 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 July 31, 2025, and incorporated herein by reference.
4.4.4Sixth Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee, dated 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 July 31, 2025, and incorporated herein by reference.
4.4.5Seventh Supplemental Indenture by and between the Company and U.S. Bank Trust Company, National Association, as trustee, dated 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 July 31, 2025, and incorporated herein by reference.
10.1Amended and Restated Credit Agreement, dated as of 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 November 17, 2025, and incorporated herein by reference.
10.1.1Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of February 9, 2026, by and among 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 February 9, 2026, and incorporated herein by reference.
10.2Amended and Restated Credit Agreement, dated as of August 2, 2021, by and among the Company, Goldman Sachs Bank USA, as administrative 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 August 2, 2021, and incorporated herein by reference.
10.2.1Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of August 6, 2021, by and among the Company, Goldman Sachs Bank USA, as administrative 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 August 6, 2021, and incorporated herein by reference.
10.2.2Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of November 18, 2021, by and among the Company, Goldman Sachs Bank USA, as administrative 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 November 18, 2021, and incorporated herein by reference.
10.2.3Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of November 30, 2021, by and among the Company, Goldman Sachs Bank USA, as administrative 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 November 30, 2021, and incorporated herein by reference.
10.2.4Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of August 15, 2022, by and among the Company, Goldman Sachs Bank USA, as administrative 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 August 15, 2022, and incorporated herein by reference.
10.2.5Amendment No. 5 to the Amended and Restated Credit Agreement, dated as of August 26, 2022, by and among the Company, Goldman Sachs Bank USA, as administrative 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 August 26, 2022, and incorporated herein by reference.
10.2.6Amendment No. 6 to the Amended and Restated Credit Agreement, dated as of September 8, 2022, by and among the Company, Goldman Sachs Bank USA, as administrative 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 September 8, 2022, and incorporated herein by reference.
10.2.7Amendment No. 7 to the Amended and Restated Credit Agreement, dated as of September 14, 2022, by and among the Company, Goldman Sachs Bank USA, as administrative 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 September 14, 2022, and incorporated herein by reference.
10.2.8Amendment No. 8 to the Amended and Restated Credit Agreement, dated as of February 28, 2023, by and among the Company, Goldman Sachs Bank USA, as administrative 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 February 28, 2023, and incorporated herein by reference.
10.2.9Amendment No. 9 to the Amended and Restated Credit Agreement, dated as of May 1, 2024, by and among the Company, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Mortgage Company, as issuing bank, and the lenders party thereto, filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, and incorporated herein by reference.
10.2.10Amendment No. 10 to the Amended and Restated Credit Agreement, dated as of March 10, 2025, by and among the Company, Goldman Sachs Bank USA, as administrative 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 March 10, 2025, and incorporated herein by reference.
10.3Credit Agreement, dated as of July 31, 2024, by and among The Sherwin-Williams Company, Sherwin-Williams Canada Inc. and Sherwin-Williams Luxembourg S.à r.l., as borrowers, the lenders party thereto, the issuing lenders party thereto and Citibank, N.A., as administrative agent, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 2, 2024, and incorporated herein by reference.
10.3.1Amendment No. 1 to Credit Agreement, dated as of August 8, 2025, by and among The Sherwin-Williams Company, Sherwin-Williams Canada Inc. and Sherwin-Williams Luxembourg S.à r.l., as borrowers, the lenders party thereto, the issuing lenders party thereto and Citibank, N.A., as administrative agent, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 8, 2025, and incorporated herein by reference.
^10.4Term Loan Credit Agreement, dated as of August 8, 2025, by and among The Sherwin-Williams Company and Sherwin-Williams Luxembourg S.à r.l., as borrowers, the lenders party thereto and Citibank, N.A., as administrative agent, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 8, 2025, and incorporated herein by reference.
*10.5Forms of Amended and Restated Severance Agreements (filed herewith).
*10.5.1Schedule of Current and Former Executive Officers who are Parties to the Amended and Restated Severance Agreements in the forms referred to in Exhibit 10.5 above (filed herewith).
*10.6Form of Director, Executive Officer and Corporate Officer Indemnity Agreement, filed as Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.
^ *10.7Aircraft Time Sharing Agreement between the Company and Heidi G. Petz, dated January 2, 2024, filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.
*10.8The Sherwin-Williams Company 2005 Deferred Compensation Savings and Pension Equalization Plan (Amended and Restated Effective as of January 1, 2016) filed as Exhibit 10(e) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.
*10.9The Sherwin-Williams Company 2005 Key Management Deferred Compensation Plan (Amended and Restated Effective as of October 13, 2023), filed as Exhibit 10(g) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.
*10.10The Sherwin-Williams Company 2005 Director Deferred Fee Plan (Amended and Restated Effective as of March 1, 2023) filed as Exhibit 10(a) to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, and incorporated herein by reference.
*10.11Summary of The Sherwin-Williams Company Revised Executive Disability Plan filed as Exhibit 10(o) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.
*10.12The Sherwin-Williams Company 2008 Amended and Restated Executive Life Insurance Plan filed as Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference.
*10.13The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of October 13, 2023), filed as Exhibit 10(m) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.
*10.13.1Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(x) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and incorporated herein by reference.
*10.13.2Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, and incorporated herein by reference.
*10.13.3Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(p) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and incorporated herein by reference.
*10.13.4Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan filed as Exhibit 10(x) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.
*10.13.5Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan, filed as Exhibit 10(s) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.
*10.13.6Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan, filed as Exhibit 10(w) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.
*10.13.7Forms of Stock Option Award under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan, filed as Exhibit 10.14.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.
*10.13.8Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan, filed as Exhibit 10.14.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference.
*10.14The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (Amended and Restated as of April 20, 2016) filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, and incorporated herein by reference.
*10.14.1Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors filed as Exhibit 10(gg) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and incorporated herein by reference.
*10.15The Sherwin-Williams Company Key Employee Separation Plan as Amended and Restated Effective October 13, 2023, filed as Exhibit 10(aa) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.
*10.16The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan, filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8, dated April 16, 2025, and incorporated herein by reference.
*10.16.1Form of Non-Employee Director Restricted Stock Units Award Agreement under The Sherwin Williams Company 2025 Equity and Incentive Compensation Plan for awards granted on or after April 16, 2025, filed as Exhibit 10.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, and incorporated herein by reference.
*10.16.2Form of Non-Employee Director Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan for awards granted on or after July 15, 2025 (filed herewith).
*10.16.3Form of Stock Option Award Agreement under The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan for awards granted on or after July 15, 2025 (filed herewith).
*10.16.4Form of Restricted Stock Units Award Agreement under The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan for awards granted on or after July 15, 2025 (filed herewith).
19.1Insider Trading Policy, filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and incorporated herein by reference
21.1Subsidiaries (filed herewith).
23.1Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).
24.1Powers of Attorney (filed herewith).
24.2Certified Resolution Authorizing Signature by Power of Attorney (filed herewith).
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
32.1Section 1350 Certification of Chief Executive Officer (furnished herewith).
32.2Section 1350 Certification of Chief Financial Officer (furnished herewith).
*97.1The Sherwin-Williams Company Section 16 Executive Officer Clawback Policy, Effective October 10, 2023, filed as Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and incorporated herein by reference.
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104The cover page from this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in Inline XBRL and contained in Exhibit 101.
^Certain exhibits and schedules have been omitted in accordance with Item 601(a)(5) of Regulation S-K and the Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits and schedules upon request.
*Management contract or compensatory plan or arrangement.

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