SHW 8-K — Smart Summary

On November 5, 2025, The Sherwin-Williams Company entered into Amendment No. 21 to its existing Credit Agreement (originally dated May 9, 2016) with Citicorp USA, Inc. as administrative agent and issuing bank, and lenders party thereto, primarily to extend the maturity of $125,000,000 of commitments from December 20, 2025 to December 20, 2030.

• Amendment No. 21 to Credit Agreement — The Sherwin-Williams Company, Citicorp USA, Inc. (administrative agent and issuing bank), and Citibank, N.A. (lender); effective November 5, 2025; extends maturity of $125,000,000 of commitments available for borrowing and issuing letters of credit from December 20, 2025 to December 20, 2030; removes references to Adjusted Term SOFR and Term SOFR Adjustment, replacing with Term SOFR and Daily Simple SOFR as benchmark replacement hierarchy; amends and restates Schedule 2.01 with stepped-down commitment schedule through December 20, 2030; governed by laws of the State of New York

• Executed counterparts — Administrative agent required to receive duly executed signature pages from the Company, Administrative Agent, Lenders, and Issuing Bank; satisfied as of November 5, 2025
• Fee Letter execution — Administrative agent required to receive executed counterparts of Fee Letter Amendment No. 21 from the Company and Citicorp USA, Inc.; satisfied as of November 5, 2025
• Representations and warranties — Company's representations and warranties under Section 4 of the Amendment must be true and correct in all material respects as of the Amendment No. 21 Effective Date, with no Default or Event of Default occurring or continuing; satisfied as of November 5, 2025

• Total commitments at Amendment effective date — $875,000,000 (Citibank, N.A. sole lender), stepping down per the following schedule
• Commitment through December 20, 2025 — $875,000,000
• Commitment December 21, 2025 – June 20, 2026 — $800,000,000 (reduction of $75,000,000)
• Commitment June 21, 2026 – June 20, 2027 — $725,000,000 (reduction of $75,000,000)
• Commitment June 21, 2027 – December 20, 2027 — $575,000,000 (reduction of $150,000,000)
• Commitment December 21, 2027 – June 20, 2028 — $325,000,000 (reduction of $250,000,000)
• Commitment June 21, 2028 – December 20, 2029 — $200,000,000 (reduction of $125,000,000)
• Commitment December 21, 2029 – December 20, 2030 — $125,000,000 (reduction of $75,000,000)
• Fee Letter — Fee Letter Amendment No. 21 executed concurrently between Sherwin-Williams and Citicorp USA, Inc.; specific fee amounts not disclosed in the filing

• Revolving Credit Facility — Tranche A — Sherwin-Williams / Citibank, N.A.; $875,000,000 commitment; maturity December 20, 2025
• Revolving Credit Facility — Tranche B — Sherwin-Williams / Citibank, N.A.; $75,000,000 commitment (step-down to $800,000,000 total); maturity June 20, 2026
• Revolving Credit Facility — Tranche C — Sherwin-Williams / Citibank, N.A.; $150,000,000 commitment (step-down to $725,000,000 total); maturity June 20, 2027
• Revolving Credit Facility — Tranche D — Sherwin-Williams / Citibank, N.A.; $250,000,000 commitment (step-down to $575,000,000 total); maturity December 20, 2027
• Revolving Credit Facility — Tranche E — Sherwin-Williams / Citibank, N.A.; $125,000,000 commitment (step-down to $325,000,000 total); maturity June 20, 2028
• Revolving Credit Facility — Tranche F — Sherwin-Williams / Citibank, N.A.; $75,000,000 commitment (step-down to $200,000,000 total); maturity December 20, 2029
• Revolving Credit Facility — Tranche G — Sherwin-Williams / Citibank, N.A.; $125,000,000 commitment (step-down to $125,000,000 total); maturity December 20, 2030; interest rate benchmark updated to Term SOFR (or Daily Simple SOFR as Benchmark Replacement); Floor applies if Benchmark Replacement is below Floor

• Benchmark Rate Update — References to Adjusted Term SOFR and Term SOFR Adjustment deleted; all references replaced with Term SOFR; primary Benchmark Replacement is Daily Simple SOFR, with alternate benchmark as fallback
• Benchmark Replacement Floor — If Benchmark Replacement would be less than the Floor, it is deemed to be the Floor for purposes of the Credit Agreement
• Commitment Reduction Schedule — Commitments step down from $875,000,000 (through December 20, 2025) to $800,000,000, $725,000,000, $575,000,000, $325,000,000, $200,000,000, and finally $125,000,000 through December 20, 2030 as tranches mature
• Representations and Warranties — Company represents no Default or Event of Default exists before or after giving effect to the amendment; all existing Credit Agreement representations and warranties remain true and correct in all material respects
• Existing Covenants — All terms, conditions, obligations, covenants, and agreements of the existing Credit Agreement remain in full force and effect except as expressly amended
• Governing Law — State of New York
• Jury Trial Waiver — Each party waives right to jury trial to the fullest extent permitted by applicable law
• Fee Letter — Amendment No. 21 Fee Letter executed concurrently between Sherwin-Williams and Citicorp USA, Inc.