# Sherwin-Williams (SHW) — Narrative, Q3 2026

## Business

*Source: Annual Report on Form 10-K for the year ended December 31, 2025, accession 0000089800-26-000008.*

Sherwin-Williams develops, makes, distributes and sells paint, coatings and related products to professional, industrial, commercial and retail customers, mainly in North and South America, with further operations in the Caribbean, Europe, Asia and Australia. It serves customers in more than 120 countries. Most of its revenue comes from its own store network: the Paint Stores Group sold $13.61 billion of the company's $23.57 billion of 2025 net sales to painting contractors and do-it-yourself homeowners. The rest came from branded products sold through retailers and from industrial coatings sold worldwide. Consolidated foreign subsidiaries made up about 19.6% of 2025 net sales.

The company reports three segments, plus an Administrative function:

- **Paint Stores Group** ($13.61 billion of 2025 net sales; segment profit $3.06 billion, a 22.5% margin). This segment ran 4,853 company-operated specialty paint stores in the United States, Canada and the Caribbean at December 31, 2025. The stores sell Sherwin-Williams and other company-controlled brands of architectural paint, protective and marine products and OEM finishes to architectural and industrial contractors and do-it-yourself homeowners, along with purchased sundries. Most of the products are made in Consumer Brands Group plants. The segment aims to grow its store base by about 2% a year, and it opened a net 80 stores in 2025.
- **Consumer Brands Group** ($3.17 billion of external 2025 net sales; segment profit $509.6 million, a 16.1% margin). This segment makes and distributes branded and private-label paint, stains, wood finishes, applicators, aerosols, caulks and adhesives. It sells them to home centers, hardware stores, dealers and distributors across North America, Latin America and Europe. Its brands include Valspar, HGTV HOME by Sherwin-Williams, Dutch Boy, Krylon, Minwax, Purdy, Thompson's WaterSeal, Cabot, Ronseal and Suvinil. It also ran 307 company-operated stores in Latin America and acts as the manufacturing, R&D and logistics base for the rest of the company. About 63% of the segment's total 2025 sales were transfers to other segments, mainly product sold through the Paint Stores Group. Certain individual customers can account for a significant share of its sales and profit.
- **Performance Coatings Group** ($6.80 billion of 2025 net sales; segment profit $942.7 million, a 13.9% margin). This segment sells industrial coatings worldwide for wood finishing, general industrial (metal and plastic), automotive refinish, protective and marine, coil and packaging uses, along with resins and colorants. It sells through 317 company-operated branches, the Paint Stores Group, a direct sales force and third-party distributors.
- **Administrative function.** This covers the new global headquarters and R&D center in Cleveland, a real estate management unit, interest expense and investment income, and environmental costs for closed facilities. It recorded a pre-tax loss of $1.18 billion in 2025.

Raw materials and goods bought for resale make up most of cost of goods sold. The main inputs are resins and latex, pigments (including titanium dioxide), additives, solvents and containers. A significant portion comes from petrochemical feedstocks, notably propylene. Sales are seasonal: most occur in the second and third quarters, and the company builds inventory in the first quarter, financing working capital with commercial paper and credit lines. Backlog is not significant. In 2025 no customer accounted for more than 10% of sales. The company employed 64,249 people at December 31, 2025, about 73% of them in the United States.

The present shape of the business reflects two large acquisitions. The 2017 Valspar acquisition still generates acquisition-related amortization ($0.78 per diluted share in 2025), which the company excludes from its adjusted earnings. In October 2025 the company bought BASF's Brazilian decorative paints business (Suvinil) for about $1.15 billion. Suvinil has annual sales of about $525 million and two Brazilian plants, and it is reported in the Consumer Brands Group.

## Risk factors

*Source: Item 1A of the FY2025 10-K, accession 0000089800-26-000008. The Q3 2026 10-Q (accession 0000089800-26-000056) reports no material changes to these risk factors.*

The risks that matter most come from the cycle the company sells into, the cost of its inputs, its leverage and its legacy liabilities:

- **Housing, interest rates and cyclical demand.** Sales depend on construction, housing, manufacturing and energy end markets. The company says high mortgage rates have kept demand weak despite the Federal Reserve's 2025 rate cuts, with no meaningful positive effect on its demand so far. It expected high rates and inflation to keep weighing on consumer and manufacturing customers through 2026. Labor shortages among contractors can also slow project backlogs.
- **Raw material and energy costs and supply.** Resins, latex, solvents and titanium dioxide are petrochemical-linked, and some come from a single or limited number of suppliers, including suppliers in politically unstable regions. Tariffs, trade-policy shifts, conflicts and weather can raise costs or interrupt supply, and price increases may not offset higher costs quickly enough.
- **Debt and credit access.** Total debt was about $10.87 billion at December 31, 2025, up $982.9 million in the year. Servicing it limits cash available for growth, dividends and buybacks. A rating downgrade would raise borrowing costs and could restrict access to commercial paper, which the company relies on for seasonal working capital. Goodwill and intangible assets are large and could be written down.
- **Acquisitions and international operations.** The Suvinil acquisition must be integrated in a foreign market. Currency is a recurring cost: the company's main exposures are the euro, Brazilian real, Canadian dollar, Mexican peso, British pound, Chinese yuan, Chilean peso and Argentine peso. The Argentine peso devaluation cost $41.8 million in 2023. The company also faces anti-bribery compliance risk abroad.
- **Information technology and cybersecurity.** A multi-year program to upgrade and harmonize systems, including financial systems, carries implementation risk. The company says it and third parties it relies on have suffered cyber incidents in the past, some of which led to unauthorized access.
- **Lead pigment and lead-based paint litigation.** The company has been a defendant in personal injury, class action and government public-nuisance suits over lead pigments and lead paint it made in the past. It has accrued nothing for the pending cases, because it does not consider a loss probable or cannot estimate one, and it warns that an adverse result could be material.
- **Environmental liabilities.** The company is remediating current and former sites and third-party Superfund sites, and actual costs may exceed accruals. The largest site is Gibbsboro, New Jersey.
- **Competition, customers, workforce and reputation.** Competitors range from global coatings makers to local specialists. Some large customers buy significant volumes. The company also needs to attract and keep store, fleet and manufacturing staff, and negative publicity, sustainability expectations and intellectual-property theft could damage the brand.
- **Regulation and tax.** Chemical-management, climate and producer-responsibility rules could force reformulation or add costs. Disclosure rules such as the EU Corporate Sustainability Reporting Directive add reporting obligations, and changes in tax law or tax audits could raise the effective tax rate.

## Management's discussion — fiscal 2025

*Source: Item 7 of the FY2025 10-K, accession 0000089800-26-000008.*

In 2025 net sales rose 2.1% to a record $23.57 billion, despite what management called continued "demand choppiness". Diluted EPS fell 2.7% to $10.26 from $10.55. Adjusted diluted EPS rose 0.9% to $11.43; it excludes $0.78 of acquisition-related amortization, $0.34 of severance and restructuring costs and $0.05 of trademark impairment.

- **Segments.** Paint Stores sales rose 3.2%: price increases added a mid-single-digit percentage, partly offset by a low-single-digit volume decline. Same-store sales rose 1.7%, and segment profit rose 5.5% to $3.06 billion. Consumer Brands sales rose 1.9%, entirely because of Suvinil, which added $164.5 million or 5.3%; currency subtracted 1.1%. Its segment profit fell 13.6% to $509.6 million on lower volume and currency. Performance Coatings sales were flat at $6.80 billion: acquisitions and currency offset unfavorable price/mix, and segment profit fell 8.3% to $942.7 million.
- **Margins and costs.** Gross margin widened to 48.8% from 48.5% on Paint Stores pricing, Suvinil and lower raw material costs. SG&A rose $272.9 million, or 3.7%, to 32.6% of sales. The increase came from new stores, Suvinil, the new headquarters and R&D center, and restructuring. Interest expense rose $49.3 million to $465.0 million. A $17.8 million trademark impairment tied to restructuring in Asia, Latin America and Europe hit Performance Coatings. Other expense swung to a $20.9 million charge from $44.7 million of income, on foreign currency losses including Argentina. Pre-tax income fell 3.3% to $3.34 billion, and the effective tax rate rose to 23.1% from 22.3%.
- **Cash and capital.** Operating cash flow was $3.452 billion, or 14.6% of sales. The company spent about $1.15 billion on Suvinil and $797.6 million on capital expenditures. It returned $2.446 billion through dividends and buybacks: 4.8 million shares were repurchased for $1.656 billion. Net debt was $10.664 billion, 2.4 times EBITDA of $4.480 billion, inside the company's 2.0x–2.5x target range. Its credit covenant caps leverage at 3.75x. The 2025 dividend of $3.16 was the 47th consecutive annual increase, and the board raised the quarterly dividend to $0.80 for 2026.
- **2026 outlook as given in the 10-K.** Management expected the "softer-for-longer" demand environment to continue in 2026. It expected interest expense to rise about $85 million, planned 80–100 new stores in the U.S. and Canada, and expected capital spending below 2025 with core capital expenditures at about 2% of sales. It said tariff policy could affect raw material costs.

## Current quarter — Q3 2026 (three months ended September 30, 2026)

*Sources: Form 10-Q for the quarter ended September 30, 2026, accession 0000089800-26-000056; Q3 2026 results release (Exhibit 99.1), accession 0000089800-26-000054.*

Sales grew faster than earnings in the quarter. Net sales rose 7.9% to $6.86 billion, with every segment growing; price increases added a mid-single-digit percentage and acquisitions, chiefly Suvinil, added 2.6 points. Higher raw material and supply-chain costs and Suvinil's lower margins compressed gross margin to 47.8% from 49.2%, and interest expense rose $22.1 million. As a result, pre-tax income was essentially flat at $1,063.5 million, against $1,060.5 million a year earlier. Net income fell 1.5% to $821.0 million. Diluted EPS still rose 0.9% to $3.38 from $3.35, on a lower diluted share count. Adjusted diluted EPS rose 1.1% to $3.63, and adjusted EBITDA rose 3.3% to $1.40 billion.

- **Paint Stores Group.** Sales rose 4.7% to $4.02 billion, with a mid-single-digit price increase and low-single-digit volume growth. Same-store sales rose 3.9%. Every professional end market grew, led by double-digit growth in protective and marine, high-single-digit growth in commercial and mid-single-digit growth in residential repaint. Segment profit rose 2.1% to $974.3 million, but the margin slipped to 24.3% from 24.9% because of raw material inflation and spending on additional sales reps and stores.
- **Consumer Brands Group.** Sales rose 21.7% to $937.4 million: acquisitions, chiefly Suvinil, added 21.5 points, with help from currency and mix, while North American demand stayed soft. Segment profit fell 7.1% to $146.2 million, and the margin dropped to 15.6% from 20.4%. Management attributed this to raw material costs, Suvinil's SG&A and unfavorable foreign currency transaction results.
- **Performance Coatings Group.** Sales rose 8.8% to $1.90 billion, with a mid-single-digit price increase and low-single-digit volume growth. General Industrial, Packaging and Coil each grew by double digits. Segment profit rose 6.2% to $255.2 million, with a 13.4% margin.
- **Nine months.** Sales rose 7.4% to $19.32 billion. Diluted EPS rose 7.3% to $8.95 and adjusted EPS 5.1% to $9.67. Excluding Suvinil's dilution, gross margin was flat year over year. Operating cash flow was $2.591 billion, up from $2.359 billion.
- **Capital return and balance sheet.** In the first nine months the company returned $2.981 billion through dividends and buybacks, including 7.1 million shares repurchased for $2.357 billion at an average of $331.99. Of those, 1.5 million shares were bought in the third quarter for $520.1 million. Authorization remained for 22.5 million shares. Total debt rose to $11.795 billion from $10.871 billion at year-end, while cash was $264.2 million and unused credit capacity $2.322 billion. Net working capital moved to a $2.822 billion deficit, partly because the current portion of long-term debt grew by $1.148 billion. The 10-K shows $1.5 billion of long-term debt maturing in 2027.
- **Financing during the year.** The company leaned more on short-term funding. Commercial paper outstanding rose to $1.60 billion at September 30, 2026, from $281.4 million at year-end. In September, new 364-day term loans maturing in September 2027 replaced the 2025 delayed-draw term loans that had funded Suvinil.
- **Acquisitions.** In June 2026 the company bought an unnamed paint manufacturing business for about $75 million, subject to a working capital adjustment. The business is reported in Consumer Brands. The Suvinil purchase price allocation was finalized in the third quarter.
- **Litigation and other matters.** In the Carboline false-advertising suit over the Firetex FX9502 fire-protection coating, the court denied Sherwin-Williams' motion to dismiss on August 4, 2026, and the company filed a counterclaim on September 17. The company is also still reviewing third-party testing of other Firetex products and issues with its Firetex design-estimating software, which for certain products recommended coating thicknesses that were too low or above published maximums. Discovery in New Jersey's natural-resource-damages suit over the Gibbsboro site now runs to October 2027, with trial set for March 2028. Texas's environmental suit over the Garland, Texas plant, which includes a 2023 fire, is set for trial in June 2028.
- **Guidance.** On October 27, 2026 the company forecast fourth-quarter sales up a mid-single-digit percentage and kept full-year 2026 sales guidance at up a mid-to-high-single-digit percentage. Full-year guidance now calls for diluted EPS of $10.92–$11.22 and adjusted diluted EPS of $11.85–$12.15, against $10.26 and $11.43 in 2025. The year began with sales guidance of up a low-to-mid-single-digit percentage, which was raised in July. The effective tax rate is expected in the low twenty percent range. Chief Executive Heidi Petz said customer sentiment and leading indicators "point to muted demand over the remainder of the year and into 2027".

## Subsequent events

*Sources: Form 10-Q for the quarter ended September 30, 2026, accession 0000089800-26-000056; Form 8-K of October 27, 2026, accession 0000089800-26-000054.*

The Q3 2026 10-Q contains no subsequent-events note. It discloses no acquisition, divestiture, borrowing or litigation outcome after September 30, 2026. The only later filing is the October 27, 2026 results release, which updated full-year guidance as described above.