SHW 8-K — Smart Summary

43% reduction

On September 25, 2025, The Sherwin-Williams Company and its subsidiary Sherwin-Williams Luxembourg S.à r.l. drew down on a 364-day senior unsecured delayed draw term loan facility — $750 million (USD tranche) and €250 million (EUR tranche) — to fund a portion of the $1.15 billion acquisition of BASF's Brazilian architectural paints business.

Item 8.01 — Other Events

Acquisition / Divestiture

Purchaser: Sherwin-Williams do Brasil Indústria e Comércio Ltda., a wholly owned subsidiary of The Sherwin-Williams Company
Target: Suvinil Coatings S.A. (formerly BASF Coatings S.A.), BASF SE's Brazilian architectural paints business, including Suvinil and Glasu! brands
Seller: BASF S.A., a wholly owned subsidiary of BASF SE
Purchase price: $1.15 billion, subject to customary working capital and post-closing adjustments
Transaction close date: October 1, 2025; Purchase Agreement dated February 15, 2025
Acquisition comprised all issued and outstanding equity interests in the Target Company

Debt & Credit Facilities

Instrument: 364-day senior unsecured delayed draw Term Loan Credit Agreement (DDTL Credit Agreement), entered August 8, 2025
Administrative agent: Citibank, N.A.
USD tranche: $750 million borrowed by The Sherwin-Williams Company on September 25, 2025
EUR tranche: €250 million borrowed by Sherwin-Williams Luxembourg S.à r.l. on September 25, 2025
Purpose: To fund a portion of the Suvinil Coatings acquisition

Item 2.03 — Creation of a Direct Financial Obligation

Obligations

USD Delayed Draw Term Loan — The Sherwin-Williams Company (borrower), lenders party thereto, Citibank N.A. (administrative agent); $750 million; 364-day senior unsecured term loan; drawn September 25, 2025; maturity approximately September 2026
EUR Delayed Draw Term Loan — Sherwin-Williams Luxembourg S.à r.l. (borrower), lenders party thereto, Citibank N.A. (administrative agent); €250 million; 364-day senior unsecured term loan; drawn September 25, 2025; maturity approximately September 2026

Material Terms

Structure — Senior unsecured delayed draw term loan facility established August 8, 2025 under a single DDTL Credit Agreement with two separate tranches
Tenor — 364-day maturity for both tranches

Use of Proceeds

Acquisition Funding — $750 million (USD tranche) and €250 million (EUR tranche) used to fund a portion of the $1.15 billion purchase price for the acquisition of Suvinil Coatings S.A. (BASF's Brazilian architectural paints business, including Suvinil and Glasu! brands) by Sherwin-Williams do Brasil Indústria e Comércio Ltda., consummated October 1, 2025

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