# Sherwin-Williams (SHW) - Current Events, through the third quarter of 2026

## Filings that contain financial statements

Each of these Form 8-K earnings releases (Exhibit 99.1) carries a consolidated income statement (three-month and year-to-date or full-year columns), business segment results and a condensed consolidated balance sheet. None carries a cash flow statement; cash flow figures appear only in the narrative.

- Form 8-K filed October 27, 2026, accession 0000089800-26-000054: third quarter and nine months ended September 30, 2026, with comparative 2025 periods. Non-GAAP reconciliations (adjusted diluted EPS, EBITDA, adjusted EBITDA) are included.
- Form 8-K filed July 28, 2026, accession 0000089800-26-000046: second quarter and six months ended June 30, 2026.
- Form 8-K filed April 28, 2026, accession 0000089800-26-000036: first quarter ended March 31, 2026.
- Form 8-K filed January 29, 2026, accession 0000089800-26-000003: fourth quarter and full year ended December 31, 2025.
- Form 8-K filed October 28, 2025, accession 0000089800-25-000124: third quarter and nine months ended September 30, 2025.

## Earnings and guidance

**October 27, 2026 - third quarter 2026 results (0000089800-26-000054).** Net sales rose 7.9% to $6.86 billion. Same-store sales in the Paint Stores Group (PSG) rose 3.9%. Net income was $821.0 million, down 1.5%. Diluted EPS was $3.38 against $3.35, and adjusted diluted EPS was $3.63 against $3.59. EBITDA was $1.39 billion (20.3% of sales) and adjusted EBITDA $1.40 billion (20.5%). Gross margin fell to 47.8% from 49.2%; the company attributed this to higher raw material and supply chain costs and to mix, including dilution from Suvinil. Segment net sales: PSG $4,015.8 million (+4.7%), Consumer Brands Group (CBG) $937.4 million (+21.7%, helped by Suvinil), Performance Coatings Group (PCG) $1,903.3 million (+8.8%). CBG segment profit fell 7.1% to $146.2 million. Interest expense was $139.3 million against $117.2 million, which the company tied to higher debt. The company returned $749.0 million to shareholders in the quarter; over nine months it generated $2.59 billion of net operating cash and returned $2.98 billion through dividends and repurchases of 7.1 million shares. Remaining repurchase authorization was 22.5 million shares.

**Guidance revision.** The release narrowed full-year 2026 adjusted diluted EPS guidance to $11.85 to $12.15, from $11.80 to $12.20 given in July. GAAP diluted EPS guidance became $10.92 to $11.22, from $10.92 to $11.32; the low end is unchanged and the high end was lowered. Full-year net sales guidance was maintained at up mid to high-single digits, with fourth quarter sales expected up mid-single digits. Management said customer sentiment and leading indicators point to muted demand through the rest of the year and into 2027.

**July 28, 2026 - second quarter 2026 results (0000089800-26-000046).** Net sales rose 7.5% to $6.79 billion; diluted EPS was $3.43 (+14.3%) and adjusted diluted EPS $3.70 (+9.5%). Full-year guidance was raised to adjusted diluted EPS of $11.80 to $12.20 (from $11.50 to $11.90) and GAAP diluted EPS of $10.92 to $11.32 (from $10.70 to $11.10); sales guidance rose to up mid to high-single digits (from low to mid-single digits). The company cited restructuring actions expected to save about $17 million annually and an announced 8% price increase in PSG effective September 1.

**April 28, 2026 - first quarter 2026 results (0000089800-26-000036).** Net sales rose 6.8% to $5.67 billion; diluted EPS was $2.15 (+7.5%) and adjusted diluted EPS $2.35 (+4.4%). Full-year guidance was reaffirmed (adjusted diluted EPS $11.50 to $11.90).

**January 29, 2026 - fourth quarter and full-year 2025 results (0000089800-26-000003).** Full-year 2025 net sales rose 2.1% to $23.57 billion; fourth quarter diluted EPS was $1.92 and adjusted diluted EPS $2.23. Initial 2026 guidance: adjusted diluted EPS $11.50 to $11.90 and sales up low to mid-single digits.

## Acquisitions

**October 1, 2025 - Suvinil acquisition closed (0000089800-25-000120).** A wholly owned Brazilian subsidiary completed the previously announced purchase of BASF's Brazilian architectural paints business (Suvinil Coatings S.A., including the Suvinil and Glasu! brands) for $1.15 billion, subject to customary working capital and post-closing adjustments. The purchase agreement was dated February 15, 2025. To fund part of the price, on September 25, 2025 the company borrowed $750 million and a Luxembourg subsidiary borrowed EUR 250 million under the delayed draw term loan signed August 8, 2025. The Suvinil results are consolidated in CBG from the fourth quarter of 2025. The Form 10-Q for the period ended September 30, 2026 (accession 0000089800-26-000056) adds that a favorable working capital adjustment was finalized in the second quarter of 2026, and that the company completed the acquisition of a paint manufacturing business, reported in CBG, for about $75 million in June 2026. That June 2026 deal is disclosed in the 10-Q; no 8-K covers it.

## Debt and financing

- **August 12, 2025 (0001193125-25-178475):** Form 8-K reporting the 364-day senior unsecured delayed draw term loan agreement of August 8, 2025 ($750 million USD tranche and EUR 250 million tranche), plus a revolver amendment.
- **July 31, 2025 (0001193125-25-170219):** Form 8-K filing documents for a $1.5 billion senior notes offering: $500 million of 4.300% notes due 2028, $500 million of 4.500% notes due 2030 and $500 million of 5.150% notes due 2035 (underwriting agreement July 29, 2025).
- **November 5, 2025 (0001193125-25-266102):** Amendment No. 21 to the 2016 credit agreement extended $125 million of commitments from December 20, 2025 to December 20, 2030.
- **November 17, 2025 (0001193125-25-284461):** Amended and Restated Credit Agreement extended $75 million of commitments from December 20, 2025 to December 20, 2030.
- **February 9, 2026 (0001193125-26-042049):** Amendment No. 1 to that agreement extended $75 million of commitments from June 20, 2026 to December 20, 2030.
- **June 9, 2026 (0001193125-26-263161):** Amendment No. 11 to the 2021 credit agreement (Goldman Sachs Bank USA as agent) extended $200 million of commitments from June 20, 2026 to June 20, 2031.
- **September 24, 2026 (filed September 29, 2026, 0001193125-26-405960):** The company entered a new 364-day senior unsecured $750 million term loan (Citibank, N.A. as agent) maturing September 23, 2027, and a Luxembourg subsidiary entered a EUR 100 million term loan with ING Bank N.V. maturing September 23, 2027, extendable by up to two six-month periods and guaranteed by the company. The proceeds repaid and terminated the August 2025 delayed draw term loan. This refinances the Suvinil bridge borrowing.
- The Form 10-Q (0000089800-26-000056) reports that in January 2026 the company repaid $350.0 million of 3.95% senior notes using commercial paper. Domestic commercial paper outstanding was $1,603.9 million at September 30, 2026, and unused credit agreement capacity was $2.322 billion. The October 27, 2026 release shows short-term borrowings of $2,353.6 million and current portion of long-term debt of $1,498.8 million.

## Capital returns

In June 2026 the company entered an accelerated share repurchase agreement for 2.5 million shares; the forward contract settled in July 2026 with a $34.6 million payment (0000089800-26-000056). Nine-month 2026 cash dividends were $588.9 million (0000089800-26-000054). The board raised the quarterly cash dividend to $0.80 per share from $0.79 (annual rate $3.20); the 10-K (0000089800-26-000008) dates the increase January 26, 2026 and notes the 2025 dividend was the 47th consecutive annual increase, while the 10-Q (0000089800-26-000056) describes it as February 2026.

## Management and governance

- **November 3, 2025 (0000089800-25-000128):** Chief Financial Officer Allen J. Mistysyn notified the company of his retirement effective December 31, 2025. The board elected Benjamin E. Meisenzahl, previously Senior Vice President - Finance, as CFO effective January 1, 2026, at a base salary of $800,000.
- **April 24, 2026 (0000089800-26-000031):** Results of the April 22, 2026 annual meeting; nine directors were elected.

## Not found in 8-K filings

No 8-K in this period reports a dividend rate change (the 2026 increase is disclosed in the 10-K and 10-Q, not an 8-K), an impairment, a restructuring plan beyond the figures in the earnings releases, or a pending signed-but-unclosed acquisition.