SHW 8-K — Smart Summary

On February 9, 2026, Sherwin-Williams entered into Amendment No. 1 to its Amended and Restated Credit Agreement with Citicorp USA, Inc. as administrative agent and issuing bank, primarily to extend the maturity of $75,000,000 of commitments from June 20, 2026 to December 20, 2030.

• Amendment No. 1 to Amended and Restated Credit Agreement — The Sherwin-Williams Company and Citicorp USA, Inc. (administrative agent and issuing bank) and lenders party thereto; effective February 9, 2026; amends the Amended and Restated Credit Agreement dated November 17, 2025; extends maturity of $75,000,000 of commitments from June 20, 2026 to December 20, 2030; governed by New York law
• Fee Letter Amendment No. 1 — The Sherwin-Williams Company and Citicorp USA, Inc.; dated February 9, 2026; executed concurrently as a condition to effectiveness of Amendment No. 1; specific fee terms not disclosed in the filing

• Executed counterpart signatures — Required from Sherwin-Williams, the Administrative Agent, all Lenders, and the Issuing Bank prior to effectiveness
• Fee Letter Amendment No. 1 execution — Must be duly executed by Sherwin-Williams and Citicorp USA, Inc. prior to effectiveness
• Representations and warranties — Must be true and correct in all material respects as of the Amendment No. 1 Effective Date; no Default or Event of Default may have occurred or be continuing

• Total commitments at Amendment No. 1 Effective Date — $875,000,000 (Citibank, N.A. sole lender), stepping down in tranches through December 20, 2030
• Commitment tranche — June 20, 2027 maturity — $150,000,000
• Commitment tranche — December 20, 2027 maturity — $250,000,000
• Commitment tranche — June 20, 2028 maturity — $125,000,000
• Commitment tranche — December 20, 2029 maturity — $75,000,000
• Commitment tranche — December 20, 2030 maturity — $275,000,000
• Scheduled commitment reductions — $875,000,000 reduces to $725,000,000 after June 20, 2027; to $475,000,000 after December 20, 2027; to $350,000,000 after June 20, 2028; to $275,000,000 after December 20, 2029
• Lender fees — Customary fees and expenses payable to lenders and their affiliates for commercial banking, investment banking, lending, underwriting, trust, and financial advisory services; specific amounts not disclosed

• Revolving Credit Commitment (Tranche 1) — The Sherwin-Williams Company (borrower), Citibank, N.A. (lender), CUSA (administrative agent/issuing bank); $150,000,000 commitment; maturity date June 20, 2027; interest rate not specified in filing
• Revolving Credit Commitment (Tranche 2) — The Sherwin-Williams Company (borrower), Citibank, N.A. (lender), CUSA (administrative agent/issuing bank); $250,000,000 commitment; maturity date December 20, 2027; interest rate not specified in filing
• Revolving Credit Commitment (Tranche 3) — The Sherwin-Williams Company (borrower), Citibank, N.A. (lender), CUSA (administrative agent/issuing bank); $125,000,000 commitment; maturity date June 20, 2028; interest rate not specified in filing
• Revolving Credit Commitment (Tranche 4) — The Sherwin-Williams Company (borrower), Citibank, N.A. (lender), CUSA (administrative agent/issuing bank); $75,000,000 commitment; maturity date December 20, 2029; interest rate not specified in filing
• Revolving Credit Commitment (Tranche 5) — The Sherwin-Williams Company (borrower), Citibank, N.A. (lender), CUSA (administrative agent/issuing bank); $275,000,000 commitment; maturity date December 20, 2030; interest rate not specified in filing

• Total initial commitment — $875,000,000 available through June 20, 2027, stepping down to $725,000,000, then $475,000,000, then $350,000,000, and finally $275,000,000 through December 20, 2030
• Commitment reduction — Commitments may be reduced from time to time pursuant to Section 2.07 of the Credit Agreement or via lender assignments under Section 9.04
• Letters of credit — Commitments available for both loans and letter of credit participations under the facility
• Representations and warranties — Company represented no Default or Event of Default existed before or after giving effect to the amendment
• Governing law — State of New York
• Jurisdiction — New York Supreme Court (New York County) and U.S. District Court for the Southern District of New York
• Jury trial waiver — Each party waived right to jury trial to the fullest extent permitted by applicable law
• Underlying agreement — Amendment No. 1 modifies the Amended and Restated Credit Agreement dated November 17, 2025; all other terms, covenants, and obligations of existing Loan Documents remain in full force