SHW 8-K — Smart Summary

On November 17, 2025, The Sherwin-Williams Company entered into an Amended and Restated Credit Agreement with Citicorp USA, Inc. as administrative agent and issuing bank, primarily to extend the maturity of $75,000,000 in commitments from December 20, 2025 to December 20, 2030.

• Amended and Restated Credit Agreement (Revolving and Letter of Credit Facility) — The Sherwin-Williams Company (borrower) and Citicorp USA, Inc. (administrative agent and issuing bank), with lenders party thereto; effective November 17, 2025; amends and restates the original Credit Agreement dated May 9, 2016 (as previously amended through Amendment No. 21, effective November 5, 2025); provides revolving loans and a standby letter of credit facility; interest rates based on Term SOFR or Alternate Base Rate (higher of Citibank base rate or Federal Funds Effective Rate plus 0.5%); benchmark fallback to Daily Simple SOFR or negotiated replacement; representations, warranties, covenants, and events of default substantially unchanged from prior agreement

• Effective Date conditions — Agreement becomes effective upon satisfaction or waiver of conditions set forth in Section 4.01 of the Amended Credit Agreement
• Conditions to each credit event — Each borrowing and each issuance, renewal, extension, or increase of the Letter of Credit subject to conditions in Section 4.02, including that aggregate LC Exposure and Total Exposures shall not exceed total Commitments
• Letter of Credit expiration — Letter of Credit must expire no later than one Business Day prior to the applicable Maturity Date

• Total Commitments (tranche breakdown) — $75,000,000 maturing June 20, 2026; $150,000,000 maturing June 20, 2027; $250,000,000 maturing December 20, 2027; $125,000,000 maturing June 20, 2028; $75,000,000 maturing December 20, 2029; $200,000,000 maturing December 20, 2030
• Maturity extension (primary purpose) — $75,000,000 of commitments extended from December 20, 2025 to December 20, 2030
• Minimum borrowing size — SOFR Borrowings and ABR Borrowings each in integral multiples of $1,000,000, minimum $10,000,000 per borrowing
• Permitted Liens on receivables/inventory — Working capital or revolving credit indebtedness secured by accounts receivable or inventory capped at $300,000,000
• Judgment Lien threshold — Judgment liens exceeding $250,000,000 (not covered by insurance, undischarged for 60+ consecutive days) constitute an event of default; California public nuisance judgment liens up to $1,150,000,000 are excluded from Material Adverse Effect and event of default provisions
• Lender Funding Supplement — Based on Citigroup's five-year offer-side credit default swap spread (Citigroup CDS Spread) obtained from Markit Group Limited; capped at the Citigroup CDS Spread
• Interest rate floor — 0%
• Fees — Customary facility fees per Fee Letter (amounts not disclosed); lenders and affiliates receive customary fees for other financial services rendered

• Revolving Credit / Letter of Credit Facility (Tranche 1) — Sherwin-Williams / CUSA and lenders; $75,000,000 commitment; Maturity Date June 20, 2026; interest at ABR (higher of Citibank Base Rate or Federal Funds Effective Rate + 0.50%) or Term SOFR + Lender Funding Supplement (capped at Citigroup CDS Spread); floor of 0%
• Revolving Credit / Letter of Credit Facility (Tranche 2) — Sherwin-Williams / CUSA and lenders; $150,000,000 commitment; Maturity Date June 20, 2027; same interest rate mechanics as Tranche 1
• Revolving Credit / Letter of Credit Facility (Tranche 3) — Sherwin-Williams / CUSA and lenders; $250,000,000 commitment; Maturity Date December 20, 2027; same interest rate mechanics as Tranche 1
• Revolving Credit / Letter of Credit Facility (Tranche 4) — Sherwin-Williams / CUSA and lenders; $125,000,000 commitment; Maturity Date June 20, 2028; same interest rate mechanics as Tranche 1
• Revolving Credit / Letter of Credit Facility (Tranche 5) — Sherwin-Williams / CUSA and lenders; $75,000,000 commitment; Maturity Date December 20, 2029; same interest rate mechanics as Tranche 1
• Revolving Credit / Letter of Credit Facility (Tranche 6) — Sherwin-Williams / CUSA and lenders; $200,000,000 commitment; Maturity Date December 20, 2030; same interest rate mechanics as Tranche 1; this tranche represents the primary extension effectuated by the amendment

• Revolving structure — Company may borrow, prepay, and reborrow; minimum borrowing size of $10,000,000 in $1,000,000 increments; no more than 5 outstanding SOFR borrowings at any time
• Letter of Credit — Single standby letter of credit issuable by CUSA as Issuing Bank; LC Exposure may not exceed aggregate commitments; expires no later than one Business Day prior to applicable Maturity Date; LC disbursements automatically refinanced as ABR borrowings
• Interest rate — SOFR Loans — Term SOFR (1- or 3-month) plus Lender Funding Supplement (not to exceed Citigroup's 5-year offer-side CDS spread); floor of 0%
• Interest rate — ABR Loans — Higher of Citibank Base Rate or Federal Funds Effective Rate + 0.50%; floor of 0%
• Benchmark fallback — Replacement benchmark waterfall: Daily Simple SOFR first, then an alternative rate selected by Administrative Agent and Company consistent with Relevant Governmental Body guidance
• Prepayment — Loans may be prepaid; SOFR break-funding payments required for prepayment outside of end of Interest Period
• Events of default — Nonpayment, breach of representations/warranties, covenant noncompliance, and bankruptcy-related events (substantially same as prior agreement)
• Equal and ratable security (negative pledge) — Company may not grant Liens on assets without equally and ratably securing the facility; broad list of Permitted Liens including up to $300,000,000 on receivables/inventory for working capital, purchase money liens, real property liens up to 80% of FMV, and hedging liens
• Fundamental changes covenant — Restrictions on mergers, consolidations, and similar transactions
• Sanctions / anti-corruption covenants — Compliance with OFAC, U.S. and international sanctions, and anti-corruption laws required
• Material Adverse Effect carve-out — California public nuisance claims not a Material Adverse Effect so long as aggregate judgments/settlements do not exceed $1,150,000,000
• Judgment lien carve-out — Judgment liens not an event of default unless aggregate undischarged judgments exceed $250,000,000 and remain unstayed for 60 consecutive days; California public nuisance judgments excluded up to $1,150,000,000
• Collateral — Unsecured; no collateral pledged
• Guarantees — None disclosed
• Senior ranking — Obligations rank as senior debt
• Required Lenders — Lenders holding >50% of aggregate Total Exposures and unused Commitments; as of effective date, solely Citibank
• Defaulting Lender — Standard provisions addressing funding failures; commitments are several, not joint
• Bail-in provisions — Standard EEA/UK bail-in acknowledgement included
• Taxes — Gross-up for Indemnified Taxes; standard FATCA provisions; Foreign Lender tax compliance certificate requirements

• General corporate purposes — Up to $875,000,000 aggregate commitments available for borrowings and standby letters of credit for general corporate purposes; no specific use of proceeds stated beyond extension/continuation of existing facility