Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2025

or

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 1-04851

THE SHERWIN-WILLIAMS COMPANY

(Exact name of registrant as specified in its charter)

Ohio34-0526850
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
101 West Prospect Avenue
Cleveland,Ohio44115-1075
(Address of principal executive offices)(Zip Code)

(216) 566-2000

(Registrant’s telephone number including area code)

Title of each classTrading SymbolName of exchange on which registered
Common Stock, par value of $0.33-1/3 per shareSHWNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.33-1/3 Par Value – 247,893,513 shares as of September 30, 2025.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements2
Item 2. Management’s Discussion and Analysis of Results of Operations and Financial Condition29
Item 3. Quantitative and Qualitative Disclosures About Market Risk42
Item 4. Controls and Procedures42
PART II. OTHER INFORMATION
Item 1. Legal Proceedings43
Item 1A. Risk Factors43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds43
Item 5. Other Information44
Item 6. Exhibits45
SIGNATURES46

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements