What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-20 · 469 added, 425 removed, 1319 unchanged (40% of the section changed)

22 unchanged sentences

This assessment was based on the criteria established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As permitted by SEC rules, we have excluded the operations and related assets of the October 2025 acquisition of BASF SE’s Brazilian decorative paints business (Suvinil) from the scope of our assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

The Total assets and Net sales of Suvinil represented approximately 5.0% and less than 1.0% of the Company's respective consolidated Total assets and Net sales as of and for the year ended December 31, 2025.

Based on our assessment of internal control over financial reporting under the criteria established in Internal Control – Integrated Framework, we have concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

9 unchanged sentences

In our opinion, The Sherwin-Williams Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Report of Management On Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of BASF SE’s Brazilian decorative paints business (“Suvinil”), which is included in the 2025 consolidated financial statements of the Company and constituted 5.0% of total assets as of December 31, 2025 and less than 1.0% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Suvinil.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025, 2024 and 2023, the related statements of consolidated income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 19, 2026 expressed an unqualified opinion thereon.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of The Sherwin-Williams Company and subsidiaries (the Company) as of December 31, 2024, 2023 and 2022, the related statements of consolidated income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2024, and the related notes and the financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of The Sherwin-Williams Company and subsidiaries (the Company) as of December 31, 2025, 2024 and 2023, the related statements of consolidated income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

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Gibbsboro consists of six operable units which contain a combination of soil, sediment, surface water and groundwater contamination, and are in various phases of investigation and remediation with the Environmental Protection Agency (EPA).

The Company’s estimated environmental-related accrual for Gibbsboro is based on industry standards and professional judgement, and the most significant assumptions underlying the estimated cost of remediation efforts reserved for Gibbsboro are the types and extent of future remediation.

Auditing the Company’s environmental-related accrual at the Gibbsboro site required complex judgement due to the inherent challenges in identifying the type and extent of future remedies in determining the probable and reasonably estimable loss for which the Company will be responsible.

The Company’s estimated environmental-related accrual for Gibbsboro is based on industry standards and professional judgment, and the most significant assumptions underlying the estimated cost of remediation efforts reserved for Gibbsboro are the types and extent of future remediation.

Auditing the Company’s environmental-related accrual at the Gibbsboro site required complex judgment due to the inherent challenges in identifying the type and extent of future remedies in determining the probable and reasonably estimable loss for which the Company will be responsible.

How We Addressed the Matter

24 unchanged sentences

Interest income ( 11.2 ) ( 11.0 ) ( 25.2 )

Other (income) expense - net ( 44.7 ) 65.5 47.0

Other expense (income) - net 20.9 ( 44.7 ) 65.5

Income before income taxes 3,338.2 3,451.8 3,109.9

10 unchanged sentences

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME

(in millions)

Year Ended December 31,

(in millions) Year Ended December 31,

2025 2024 2023

Net income $ 2,568.5 $ 2,681.4 $ 2,388.8

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments (1)

7 unchanged sentences

Unrealized net gains on cash flow hedges:

Amounts recognized in AOCI (4)

Amounts reclassified from AOCI (5)

( 3.8 ) ( 3.7 ) ( 3.6 )

Other comprehensive (loss) income, net of tax ( 250.9 ) 76.3 ( 2.2 )

Total 0.9 ( 3.7 ) ( 3.6 )

Other comprehensive income (loss), net of tax 240.8 ( 250.9 ) 76.3

Comprehensive income $ 2,809.3 $ 2,430.5 $ 2,465.1

(1) The years ended December 31, 2024, 2023 and 2022 include unrealized gains (losses), net of taxes, of $ 53.6 million, $( 24.9 ) million and $ 34.1 million, respectively, related to net investment hedges.

(1) The years ended December 31, 2025, 2024 and 2023 include unrealized (losses) gains, net of taxes, of $( 129.2 ) million, $ 53.6 million and $( 24.9 ) million, respectively, related to net investment hedges.

See Note 16 for further information.

(2) Net of taxes of $ 2.0 million, $( 6.6 ) million and $( 2.8 ) million in 2025, 2024 and 2023, respectively.

(3) Net of taxes of $ 3.8 million, $ 4.6 million and $ 5.9 million in 2025, 2024 and 2023, respectively .

(4) Net of taxes of $ 1.2 million in 2024 and 2023 and $ 1.1 million in 2022.

(4) Net of taxes of $( 1.5 ) million in 2025.

See Note 16 for further information.

(5) Net of taxes of $ 1.3 million in 2025 and $ 1.2 million in 2024 and 2023.

See notes to consolidated financial statements.

38 unchanged sentences

Treasury stock, at cost ( 84.3 ) ( 6,988.6 ) ( 5,233.6 )

Accumulated other comprehensive loss ( 875.2 ) ( 624.3 ) ( 700.6 )

Accumulated other comprehensive income (loss) ( 634.4 ) ( 875.2 ) ( 624.3 )

Total shareholders’ equity 4,598.3 4,051.2 3,715.8

17 unchanged sentences

Deferred income taxes 153.2 ( 74.9 ) ( 88.9 )

Other postretirement benefit plan net cost ( 17.0 ) ( 15.8 ) ( 1.6 )

Stock-based compensation expense 123.5 138.1 115.9

4 unchanged sentences

(Increase) decrease in accounts receivable ( 162.8 ) ( 10.7 ) 85.6

(Increase) decrease in inventories ( 32.9 ) 323.4 ( 666.7 )

Increase (decrease) in accounts payable 21.8 ( 241.1 ) 46.6

Decrease (increase) in inventories 132.5 ( 32.9 ) 323.4

(Decrease) increase in accounts payable ( 37.8 ) 21.8 ( 241.1 )

Decrease in accrued taxes ( 22.5 ) ( 14.3 ) ( 8.9 )

(Decrease) increase in accrued compensation and taxes withheld ( 25.9 ) ( 7.9 ) 75.7

Decrease in refundable income taxes 0.8 25.8 47.6

(Increase) decrease in refundable income taxes ( 16.1 ) 0.8 25.8

Other ( 74.8 ) ( 20.7 ) 363.7

1 unchanged sentence

Costs incurred for environmental-related matters ( 35.1 ) ( 24.1 ) ( 35.3 )

Costs incurred for restructuring ( 71.3 ) — ( 57.0 )

Other 8.5 ( 140.1 ) ( 251.7 )

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Treasury stock purchased ( 1,656.4 ) ( 1,738.8 ) ( 1,432.0 )

Proceeds from treasury stock issued — — 22.0

Proceeds from real estate financing transactions 40.7 244.2 306.5

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2,388.8 2,388.8

Other comprehensive loss ( 2.2 ) ( 2.2 )

Other comprehensive income 76.3 76.3

Treasury stock purchased ( 1,432.0 ) ( 1,432.0 )

Treasury stock issued 11.0 11.0 22.0

Stock-based compensation activity 0.6 229.3 ( 26.0 ) 203.9

4 unchanged sentences

Net income 2,681.4 2,681.4

Other comprehensive income 76.3 76.3

Other comprehensive loss ( 250.9 ) ( 250.9 )

Treasury stock purchased ( 1,738.8 ) ( 1,738.8 )

5 unchanged sentences

Net income 2,568.5 2,568.5

Other comprehensive loss ( 250.9 ) ( 250.9 )

Other comprehensive income 240.8 240.8

Treasury stock purchased ( 1,656.4 ) ( 1,656.4 )

Treasury stock retired ( 9.9 ) ( 578.5 ) ( 7,995.6 ) 8,584.0 —

Stock-based compensation activity 0.5 265.7 ( 23.3 ) 242.9

24 unchanged sentences

The Company records an allowance for current expected credit losses to reduce Accounts receivable to the net amount expected to be collected.

Under Accounting Standards Codification (ASC) 326, the Company reviews the collectibility of the Accounts receivable balance each reporting period and estimates the allowance for current expected credit losses based on historical bad debt experience, aging of accounts receivable, current creditworthiness of customers, current economic factors, as well as reasonable and supportable forward-looking information.

Under the Financial Instruments - Credit Losses topic of the Accounting Standards Codification (ASC), the Company reviews the collectibility of the Accounts receivable balance each reporting period and estimates the allowance for current expected credit losses based on historical bad debt experience, aging of accounts receivable, current creditworthiness of customers, current economic factors, as well as reasonable and supportable forward-looking information.

Accounts receivable balances are written-off against the allowance for current expected credit losses if a final determination of uncollectibility is made.

All provisions for the allowance for current expected credit losses are included in Selling, general and administrative expenses.

See Note 18 for further details.

See Note 18 for further information.

Inventories are stated at the lower of cost or market with cost determined principally on the last-in, first-out (LIFO) method.

3 unchanged sentences

If management estimates that the reasonable market value is below cost or determines that future demand was lower than current inventory levels, based on historical experience, current and projected market demand, current and projected volume trends and other relevant current and projected factors associated with the current economic conditions, a reduction in inventory cost to current market price is provided for in the reserve for obsolescence.

See Note 4 for further details.

See Note 4 for further information.

Property, Plant and Equipment

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Depreciation and amortization are included in the appropriate Cost of goods sold or Selling, general and administrative expenses caption on the Statements of Consolidated Income.

See Note 5 for further details.

See Note 5 for further information.

Goodwill and Intangible Assets

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Finite-lived intangible assets are amortized on a straight-line basis over the expected period of benefit, which ranges primarily from 3 to 29 years.

See Note 6 for further details.

See Note 6 for further information.

Impairment of Long-Lived Assets

In accordance with the Property, Plant and Equipment Topic of the ASC, management evaluates the recoverability and remaining lives of long-lived assets, including right-of-use assets, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

See Note 5 for further details.

See Note 5 for further information.

Derivative Instruments

The Company utilizes derivative instruments to mitigate certain risk exposures as part of its overall financial risk management policy and accounts for these instruments in accordance with the Derivatives and Hedging Topic of the ASC.

These include foreign currency forward contracts, cross currency swaps designated as net investment hedges and interest rate lock contracts designated as cash flow hedges.

Derivatives are recorded as assets or liabilities in the Consolidated Balance Sheets at fair value.

Changes in fair value of the derivative instruments are recognized immediately in earnings unless the derivative instrument qualifies for and is designated in an effective hedging relationship.

The Company entered into foreign currency forward contracts with maturity dates of less than twelve months in 2024, 2023 and 2022, primarily to hedge against value changes in foreign currency.

There were no material foreign currency option and forward contracts outstanding at December 31, 2024, 2023 and 2022.

See Note 19 for further details.

The Company also entered into cross currency swap contracts to hedge its net investment in European operations in 2024, 2023 and 2022.

These contracts qualified for and were designated as net investment hedges under US GAAP.

The changes in fair value for the cross currency swaps are recognized in the Foreign currency translation adjustments component of AOCI.

The cash flow impact of these instruments is classified as an investing activity in the Statements of Consolidated Cash Flows.

See Note 16 for further details.

See Note 16 for further information.

Non-Traded Investments

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Therefore, in accordance with the Consolidation Topic of the ASC, the Non-Traded Investments are not consolidated.

Under the Investments - Equity Method and Joint Ventures Topic of the ASC, the Company uses the proportional amortization method, whereby the initial cost and any subsequent changes in the level of investment of Non-Traded Investments are amortized in proportion to the receipt of related tax credits.

Under the Investments - Equity Method and Joint Ventures Topic of the ASC, the Company uses the proportional amortization method, whereby the initial cost and any subsequent changes in the level of investment of Non-Traded Investments is amortized in proportion to the receipt of related tax credits.

The Company reasonably expects amortization based on the receipt of tax credits would produce a measurement substantially similar to amortization based on the receipt of tax credits and other tax benefits.

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Changes in the Company’s accrual for product warranty claims during 2025, 2024 and 2023, including customer satisfaction settlements during the year, were as follows:

2024 2023 2022

Balance at January 1 $ 46.4 $ 40.4 $ 36.2

4 unchanged sentences

The Company accounts for its defined benefit pension and other postretirement benefit plans in accordance with the Retirement Benefits Topic of the ASC, which requires the Company to recognize an asset for overfunded defined benefit pension or other postretirement benefit plans and a liability for unfunded or underfunded plans.

In addition, actuarial gains and losses and prior service costs of such plans are recorded in AOCI.

The amounts recorded in AOCI will continue to be modified as actuarial assumptions and service costs change, and all such amounts will be amortized to expense over a period of years through the net pension cost (credit) and net periodic benefit cost (credit).

See Note 8 for further details.

In addition, actuarial gains and losses and prior service costs of such plans are recorded in Accumulated other comprehensive income (loss) (AOCI).

The amounts recorded in AOCI will continue to be modified as actuarial assumptions and service costs change, and all such amounts will be amortized to earnings over a period of years through the net pension (credit) cost and net periodic benefit (credit) cost.

See Note 8 for further information.

Defined Contribution Savings Plan

The Company accounts for its defined contribution savings plan in accordance with the Defined Contribution Plans Subtopic of the Compensation – Retirement Benefits Topic of the ASC.

The Company recognized compensation expense for amounts contributed to the defined contribution savings plan.

See Note 13 for further details.

The Company recognized compensation expense related to the employer contribution portion of the defined contribution savings plan for employee services rendered during the year.

See Note 13 for further information.

Environmental Matters

2 unchanged sentences

Accrued amounts are primarily recorded on an undiscounted basis and have not been recorded net of insurance proceeds in accordance with the Offsetting Subtopic of the Balance Sheet Topic of the ASC.

Environmental-related expenses include direct costs of investigation and remediation and

indirect costs such as compensation and benefits for employees directly involved in the investigation and remediation activities and fees paid to outside engineering, consulting and law firms.

See Notes 10 and 19 for further details.

Environmental-related expenses include direct costs of investigation and remediation and indirect costs such as compensation and benefits for employees directly involved in the investigation and remediation activities and fees paid to outside engineering, consulting and law firms.

See Notes 10 and 19 for further information.

Stock-Based Compensation

The cost of the Company’s stock-based compensation is recorded in accordance with the Stock Compensation Topic of the ASC.

See Note 14 for further details.

See Note 14 for further information.

Other Liabilities

The Company retains risk for certain liabilities, primarily workers’ compensation claims, employee medical and disability benefits and automobile, property, general and product liability claims.

Estimated amounts are accrued for certain workers’ compensation, employee medical and disability benefits, automobile and property claims filed but unsettled and estimated claims incurred but not reported.

The Company retains risk for certain liabilities.

Estimated amounts are accrued for certain workers’ compensation, employee medical and disability benefits, automobile and general liability claims filed but unsettled and estimated claims incurred but not reported.

Estimates are based upon management’s estimated aggregate liability for claims incurred using historical experience, actuarial assumptions followed in the insurance industry and actuarially-developed models for estimating certain liabilities.

Certain estimated general and product liability claims filed but unsettled are accrued based on management’s best estimate of ultimate settlement or actuarial calculations of potential liability using industry experience and actuarial assumptions developed for similar types of claims.

Certain estimated product and property liability claims filed but unsettled are accrued based on management’s best estimate of ultimate settlement or actuarial calculations of potential liability using industry experience and actuarial assumptions developed for similar types of claims.

Foreign Currency Translation

7 unchanged sentences

dollars at their historical rates of exchange, with remeasurement adjustments and other transaction gains and losses recognized in Net income.

See Note 19 for further details.

See Note 19 for further information.

Revenue Recognition

2 unchanged sentences

Collectibility of amounts recorded as revenue is probable at the time of recognition.

See Note 18 for further details.

See Note 18 for further information.

Customer and Vendor Consideration

16 unchanged sentences

These incentives typically require that the Company maintain specified spending levels and other operational metrics and may be subject to reimbursement if conditions are not met or maintained.

Government incentives are recorded in the Company’s consolidated financial statements in accordance with their purpose as a reduction of expense, a reduction of the cost of the

capital investment or other income.

Government incentives are recorded in the Company’s consolidated financial statements in accordance with their purpose as a reduction of expense, a reduction of the cost of the capital investment or other income.

The benefit of these incentives is recorded when received and all conditions as specified in the agreement are fulfilled.

There were $ 86.6 million of government incentives received as cash payments related to the construction of the Company’s new global headquarters and research and development center in 2022.

These government incentives were recorded as a reduction in the carrying amount of the respective assets under construction within Property, plant and equipment, net on the Consolidated Balance Sheets and within Other as an investing activity on the Statements of Consolidated Cash Flows.

There were no material government incentives received in 2024 or 2023.

Supply Chain Financing

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These arrangements provide participating suppliers the option to settle outstanding accounts payable incurred by the Company in the normal course of business early at a discount and do not impact our rights and obligations with suppliers, including amounts due and scheduled payment terms.

Under the terms of our agreements, the Company confirms the validity of each supplier invoice to the respective financial institution upon receipt.

Under the terms of the agreements, the Company confirms the validity of each supplier invoice to the respective financial institution upon receipt.

On the invoice due date, the Company settles the outstanding amount with the respective financial institution.

Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $ 206.1 million, $ 215.7 million and $ 213.1 million at December 31, 2025, 2024 and 2023, respectively.

The following table presents a rollforward of the Company’s outstanding obligations under its supplier finance programs for year ended December 31, 2024.

The following table presents a rollforward of the Company’s outstanding obligations under its supplier finance programs for the years ended December 31:

Balance at January 1 $ 215.7 $ 213.1

3 unchanged sentences

Earnings Per Share

Common stock held in a revocable trust (see Note 12) is not included in outstanding shares for basic or diluted income per share calculations.

Basic and diluted net income per share are calculated using the treasury stock method in accordance with the Earnings Per Share Topic of the ASC.

1 unchanged sentence

Diluted net income per share amounts are computed based on the weighted-average number of shares outstanding plus all dilutive securities potentially outstanding during the year.

See Note 21 for further details.

See Note 21 for further information.

Common stock held in a revocable trust is excluded from outstanding shares for basic or diluted income per share calculations.

See Note 12 for further information.

Reclassifications

Certain amounts in the consolidated financial statements for 2024 and 2023 have been reclassified to conform to the 2025 presentation.

Restructuring Initiatives

During 2025, the Company implemented certain restructuring initiatives to simplify its operating model and reduce the cost structure within the Administrative function, as well as the Consumer Brands and Performance Coatings Groups.

The actions taken better position the Company to continue to add long-term shareholder value.

The following table summarizes the activity associated with restructuring initiatives:

Consumer Brands

Group Performance Coatings

Group Administrative Consolidated

Balance at January 1, 2025 $ — $ — $ — $ —

Severance and related costs 15.1 15.5 54.0 84.6

Other qualified costs 24.0 2.4 — 26.4

Total 39.1 17.9 54.0 111.0

Payments, currency and other adjustments ( 29.6 ) ( 12.4 ) ( 29.3 ) ( 71.3 )

Balance at December 31, 2025 $ 9.5 $ 5.5 $ 24.7 $ 39.7

The provisions above were recorded in Cost of goods sold, Selling, general and administrative expenses, and Other general (income) expense - net and the balance at December 31, 2025 is recorded within Accrued taxes and Other accruals.

In addition, trademark impairment of $ 17.8 million related to restructuring actions was also recorded in the Performance Coatings Group.

See Note 6 for further information.

As of December 31, 2025, the restructuring initiatives are complete and the remaining amounts accrued are expected to be substantially paid out by the end of the second quarter of 2026.

NOTE 2 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2024, the Company adopted Accounting Standards Update (ASU) 2023-02, “Investments - Equity Method and Joint Ventures (Topic 323):

Accounting for investments in tax credit structures using the proportional amortization method.” This ASU allows entities to apply the proportional amortization method to all tax equity investments if certain conditions are met.

In addition, the ASU requires certain disclosures about the nature and financial implications of tax equity investments on an entity’s financial position, results of operations and cash flows, including the impact of transition on the periods presented, if any.

The adoption of the ASU did not materially affect the Company’s financial position, results of operations or cash flows since the Company has historically applied the proportional amortization method to its Non-Traded Investments, however, certain disclosures have been added based on the requirements of the ASU.

See Note 1 for further details.

Effective December 31, 2024, the Company adopted ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” This ASU enhances reportable segment disclosures on both an annual and interim basis primarily in regards to the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within the reported measure(s) of segment profit or loss.

In addition, the ASU requires disclosure, by segment, of other items included in the reported measure(s) of segment profit or loss, including qualitative information describing the composition, nature and type of each item.

The ASU also expands disclosure requirements related to the CODM, including how the reported measure(s) of segment profit or loss are used to assess segment performance and allocate resources, the method used to allocate overhead for significant segment expenses and others.

Lastly, all current required annual segment

reporting disclosures under Topic 280 are now effective for interim periods.

The adoption of the ASU has only impacted the Company’s segment disclosures with no impact to the consolidated financial statements.

See Note 22 for further details.

Effective January 1, 2023, the Company adopted ASU 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.” This ASU includes a requirement to present a rollforward of supply chain financing activity prospectively, beginning with the annual period ending December 31, 2024.

The adoption of ASU 2022-04 did not affect the Company’s financial position, results of operations or cash flows as the standard only impacts financial statement footnote disclosures.

See Note 1 for additional information.

Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-12, “Codification Improvements.” This ASU clarifies existing guidance and makes incremental improvements to 33 issues identified within various ASC topics.

This ASU is effective for fiscal years beginning after December 15, 2026, with early adoption on an issue-by-issue basis permitted.

The Company elected to early adopt “Issue 10:

Clarify Methods to Account for Treasury Stock” effective December 31, 2025.

This issue clarifies the accounting for retirement of treasury shares.

See the Statements of Consolidated Shareholders’ Equity for further information.

The Company is evaluating the impact of adopting the remaining issues within ASU 2025-12.

Effective December 31, 2025, the Company adopted ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” on a prospective basis.

This ASU enhances income tax disclosures by providing information to better assess how an entity’s operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

This ASU requires additional disclosures to the annual effective tax rate reconciliation including specific categories and further disaggregated reconciling items that meet the quantitative threshold.

Additionally, the ASU requires disclosures relating to income tax expense and payments made to federal, state, local and foreign jurisdictions.

This ASU is effective for fiscal years beginning after December 15, 2024.

The Company is evaluating the impact of adopting this ASU.

The adoption did not affect the Company’s financial position, results of operations or cash flows as the standard only impacts financial statement footnote disclosures.

See Note 20 for further information.

Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software”.

This ASU clarifies and modernizes the accounting for costs related to internal-use software by removing references to prescriptive and sequential software development states and clarifies the threshold entities apply to begin capitalizing costs.

Additionally, this ASU specifies that the disclosures in Subtopic 360-10, Property, Plant and Equipment - Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements.

This ASU is effective for fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is evaluating the impact of adopting ASU 2025-06.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

Additionally, the ASU requires disclosure of the total amount of selling expenses and the entity’s definition of selling expenses.

This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027.

The Company is evaluating the impact of adopting this ASU.

In January 2025, the FASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date” which clarified that ASU 2024-03 is effective for annual fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is evaluating the impact of adopting ASU 2024-03.

NOTE 3 – ACQUISITIONS AND DIVESTITURES

Subsequent Event

In February 2025, the Company signed an agreement to acquire the Brazilian decorative paints business of BASF SE (BASF), which is a leading provider of architectural paints in Brazil with annual sales of approximately $ 525.0 million.

The business develops, manufactures and sells a comprehensive portfolio of innovative products under the Suvinil and Glasu!

brand names to professional painters, designers, architects, general contractors and consumers across the country.

The business also operates two production facilities located in the Northeast and Southeast regions of Brazil.

The closing of the transaction is subject to receipt of Brazilian antitrust approval, satisfaction or waiver of certain other customary closing conditions, as well as BASF’s completion of its carve-out of all relevant assets, properties, contracts, permits, rights and employees of the decorative paints business into a separate entity.

The Company will acquire all issued and outstanding equity interests in this separate entity for an agreed-upon cash purchase price of $ 1.15 billion, subject to customary post-closing adjustments.

The Company intends to finance the transaction through a combination of cash on hand, liquidity available under existing facilities and new debt.

The acquired business is expected to be reported within the Company’s Consumer Brands Group.

In December 2024, the Company signed an agreement to acquire a European coil and industrial coatings company.

The transaction is subject to customary closing conditions and is expected to close in 2025.

The acquired business will be reported within the Company’s Performance Coatings Group.

Closed in current year

In October 2025, the Company completed the acquisition of BASF SE’s Brazilian decorative paints business (Suvinil) for approximately $ 1.15 billion.

The purchase price is subject to revision for a contractual working capital adjustment, which is expected to be finalized in 2026.

The acquired business develops, manufactures and sells a comprehensive portfolio of innovative products under the well-known Suvinil and Glasu!

brand names to professional painters, designers, architects and consumers across the country.

The business also operates two manufacturing facilities located in the Northeast and Southeast regions of Brazil.

The acquired business is reported within the Company’s Consumer Brands Group.

The following table summarizes the preliminary amounts recognized as part of the opening balance sheet as of December 31, 2025:

Cash and cash equivalents $ 53.8

Accounts receivable, net 154.1

Inventories 73.7

Property, plant and equipment 141.4

Indefinite-lived intangibles 300.1

Finite-lived intangibles 308.6

Other assets 42.0

Liabilities assumed ( 173.5 )

Fair value of net assets acquired 900.2

Goodwill 247.8

Total purchase price $ 1,148.0

As of December 31, 2025, the Company is in the process of finalizing the net assets acquired in the acquisition, most notably, the valuation of property, plant and equipment, Intangible assets and Deferred income taxes.

The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period.

Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.

In June 2025, the Company completed the acquisition of a domestic regional floor covering provider for an immaterial purchase price.

The acquired business is reported within the Company’s Paint Stores Group.

The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period.

Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.

In March 2025, the Company completed the acquisition of a European coil and industrial coatings company for approximately $ 80 million.

The acquired business is reported within the Company’s Performance Coatings Group.

The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period.

Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.

Closed in 2024

In October 2024, the Company completed the acquisition of a metal packaging coatings business for approximately $ 80 million.

The acquired business develops, manufactures and sells coatings for the food and household product markets and is reported within the Company’s Performance Coatings Group.

As of December 31, 2024, $ 33.0 million of Property, plant and equipment, net, $ 27.9 million of finite-lived intangibles and $ 21.1 million of Goodwill were recognized from this transaction.

The Company expects to finalize the purchase price allocation for the acquisition within the allowable measurement period.

The Company finalized the purchase price allocation for the acquisition within the allowable measurement period.

Pro forma results of operations have not been presented as the impact on the Company’s consolidated financial results is not material.

5 unchanged sentences

Closed in 2023

In April 2022, the Company completed the acquisition of the European industrial coatings business of Sika AG.

In July 2022, the Company completed the acquisitions of Gross & Perthun GmbH, Dur-A-Flex, Inc.

and Powdertech Oy Ltd.

In December 2022, the Company completed the acquisition of Industria Chimica Adriatica S.p.A.

The aggregate purchase price for the acquisitions completed in 2022 was approximately $ 1.024 billion, including amounts withheld as security for certain representations, warranties and obligations of the sellers.

Based on the preliminary purchase price allocations for these transactions, as of December 31, 2022, the Company recognized intangible assets and goodwill of $ 282.8 million and $ 565.8 million, respectively, with the remaining purchase price for each transaction allocated to various other assets acquired and liabilities assumed.

In June 2023, purchase price allocation adjustments were made to ICA which decreased goodwill by $ 145.9 million, increased finite-lived intangible assets by $ 195.9 million and increased deferred tax liabilities by $ 57.4 million.

There were no material adjustments related to the other acquisitions that closed in 2022 and the Company finalized the purchase price allocations for these transactions in the allowable measurement period.

In accordance with certain purchase agreements, the Company paid $ 29.2 million in 2023 related to holdbacks for acquisitions completed in prior years.

Closed in 2023

The Company completed the divestiture of a non-core domestic aerosol business within the Consumer Brands Group in April 2023.

This transaction resulted in the recognition of a $ 20.1 million gain in 2023 within the Administrative function.

This gain was recorded within Other general (income) expense - net (see Note 19).

This gain was recorded within Other general (income) expense - net.

See Note 19 for further information.

During the third quarter of 2023, the Company completed the divestiture of the China architectural business within the Consumer Brands Group.

15 unchanged sentences

Management believes that the use of LIFO results in a better matching of costs and revenues.

The following table summarizes the extent to which the Company’s Inventories use the LIFO cost method, and presents the effect on Inventories had the Company used the first-in, first-out (FIFO) inventory valuation method.

The following table summarizes the extent to which the Company’s Inventories use the LIFO method, and presents the effect on Inventories had the Company used the first-in, first-out (FIFO) inventory valuation method.

2025 2024 2023

2 unchanged sentences

During 2025, 2024 and 2023, certain inventories accounted for on the LIFO method were reduced, resulting in the liquidation of certain quantities carried at costs prevailing in prior years.

The 2024 and 2023 liquidations increased Net income by $ 4.8 million and $ 1.2 million, respectively.

There were no liquidations in 2022.

The 2025 liquidation reduced Net income by $ 3.5 million and the 2024 and 2023 liquidations increased Net income by $ 4.8 million and $ 1.2 million, respectively.

The Company recorded a reserve for obsolescence of $ 138.3 million, $ 137.7 million and $ 170.8 million at December 31, 2025, 2024 and 2023, respectively, to reduce Inventories to their estimated current market price.

10 unchanged sentences

The Company capitalizes interest costs incurred in the construction of certain property, plant and equipment.

In 2024 and 2023, the Company capitalized interest of $ 59.6 million and $ 30.7 million, respectively.

There was no interest capitalized in 2022.

The Company capitalized interest of $ 46.1 million, $ 59.6 million and $ 30.7 million in 2025, 2024 and 2023, respectively.

In accordance with the Property, Plant and Equipment Topic of the ASC, whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable or the useful life may have changed, an impairment test is to be performed.

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If the carrying value of the assets is deemed to not be recoverable, the impairment to be recognized is the amount by which the carrying value of the assets exceeds the estimated fair value of the assets as determined in accordance with the Fair Value Topic of the ASC.

See Note 3 for information on the impairment tests performed in 2023 for the assets held for sale prior to the divestiture of the China architectural business.

See Note 3 for further information on the impairment tests performed in 2023 for the assets held for sale prior to the divestiture of the China architectural business.

No other material impairments of Property, plant and equipment were recorded in 2025, 2024 or 2023.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

In 2025, the Company completed three acquisitions, which resulted in the recognition of Goodwill of $ 307.0 million and Intangible assets of $ 642.9 million.

The acquisition of Suvinil accounted for $ 247.8 million and $ 608.7 million of the total Goodwill and Intangible assets recognized, respectively.

Of the total intangibles acquired, $ 342.8 million were finite-lived intangibles and $ 300.1 million were indefinite-lived intangibles.

The acquired finite-lived intangibles are being amortized over a weighted-average useful life of approximately 19 years.

In 2024, the Company completed the acquisition of a metal packaging coatings business, which resulted in the recognition of Goodwill of $ 20.9 million and finite-lived intangibles of $ 27.9 million.

The acquired intangibles are being amortized over a weighted-average useful life of approximately 15 years.

During 2023, the Company completed the acquisition of SIC Holding, which resulted in the recognition of goodwill of $ 181.3 million and finite-lived intangibles of $ 110.8 million.

The acquired intangibles are being amortized over a weighted-average useful life of approximately 15 years.

During 2022, the Company acquired five companies which resulted in the recognition of goodwill of $ 419.9 million and finite-lived intangibles of $ 478.6 million.

The acquired intangibles are being amortized over a weighted-average useful life of approximately 14 years.

See Note 3 for additional information related to the acquisitions and divestitures.

The acquired finite-lived intangibles are being amortized over a weighted-average useful life of approximately 15 years.

In 2023, the Company completed the acquisition of SIC Holding, which resulted in the recognition of Goodwill of $ 181.3 million and finite-lived intangibles of $ 110.8 million.

The acquired finite-lived intangibles are being amortized over a weighted-average useful life of approximately 15 years.

See Note 3 for further information related to the acquisitions and divestitures.

In accordance with the Goodwill and Other Intangibles Topic of the ASC, goodwill at the reporting unit level and indefinite-lived intangible assets are tested for impairment annually.

3 unchanged sentences

Should a quantitative impairment test be performed, values are estimated separately for goodwill and indefinite-lived intangible assets using applicable valuation models, incorporating discount rates commensurate with the risks involved for each group of assets.

The annual impairment review performed as of October 1, 2024 did not result in any trademark or goodwill impairment.

As a result of the Latin America architectural paint business moving to the Consumer Brands Group reportable segment effective January 1, 2023, the Company performed a quantitative impairment analysis for the impacted reporting units and determined both before and after the change, there was no indication of impairment.

The annual impairment review performed as of October 1, 2023 resulted in no goodwill impairment and trademark impairment of $ 23.9 million in the Consumer Brands Group primarily related to a trademark in Europe.

The annual impairment review performed as of October 1, 2022 resulted in trademark impairments totaling $ 15.5 million in the Consumer Brands Group related to the discontinuation of an architectural paint brand and lower than anticipated sales of an acquired brand and no goodwill impairment.

As a result of a nonsignificant high-performance flooring business being realigned to the Paint Stores Group from the Performance Coatings Group effective January 1, 2025, the Company performed a quantitative impairment analysis for the impacted reporting units and determined both before and after the change, there was no indication of impairment.

The annual impairment review performed as of October 1, 2025 resulted in no goodwill impairment and trademark impairment of $ 17.8 million in the Performance Coatings Group, related to restructuring activities which impacted certain trademarks in the Asia, Latin America and Europe regions.

The annual impairment review performed as of October 1, 2024 did not result in any goodwill or trademark impairment.

As a result of the Latin America architectural paint business being realigned to the Consumer Brands Group from the Paint Stores Group effective January 1, 2023, the Company performed a quantitative impairment analysis for the impacted reporting units and determined both before and after the change, there was no indication of impairment.

A summary of changes in the Company’s carrying value of Goodwill by Reportable Segment is as follows:

Goodwill Paint Stores Group Consumer Brands

Group Consumer Brands

Group Performance Coatings

2 unchanged sentences

$ 2,231.8 $ 1,801.9 $ 3,549.5 $ 7,583.2

Reclassification related to segment change (2)

144.3 ( 144.3 ) —

Acquisitions and acquisition adjustments 8.3 8.3

10 unchanged sentences

$ 2,407.8 $ 2,032.8 $ 3,596.0 $ 8,036.6

(1) Net of accumulated impairment losses of $ 19.4 million ($ 10.2 million in Paint Stores Group, $ 8.4 million in Consumer Brands Group and $ 0.8 million in Performance Coatings Group).

(1) Goodwill by reportable segment is presented net of accumulated impairment losses of $ 19.4 million ($ 10.2 million in Paint Stores Group, $ 8.4 million in Consumer Brands Group and $ 0.8 million in Performance Coatings Group) as of December 31, 2025, 2024 and 2023.

(2) Effective January 1, 2025, the Company realigned a nonsignificant high-performance flooring business to the Paint Stores Group from the Performance Coatings Group.

The Goodwill balance attributable to this business has been retrospectively adjusted to reflect this change.

A summary of the Company’s carrying value of Intangible assets is as follows:

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Net value $ 5.4 $ 1,952.8 $ 1,324.1 $ 79.7 $ 3,362.0 $ 518.5 $ 3,880.5

(1) Trademarks are net of accumulated impairment losses of $ 163.8 million as of December 31, 2024 and 2023 and $ 139.9 million as of December 31, 2022.

(1) Trademarks are net of accumulated impairment losses of $ 181.6 million as of December 31, 2025 and $ 163.8 million as of December 31, 2024 and 2023.

Amortization of finite-lived intangible assets is estimated as follows for the next five years:

46 unchanged sentences

2025 — 399.5 398.6

7.375 % Debentures

3.30 % Senior Notes

2025 — 250.0 249.9

7.45 % Debentures

4.05 % Senior Notes

2024 — — 598.8

3.125 % Senior Notes

2024 — — 499.7

9,670.8 9,226.0 9,476.7

Less amounts due within one year 350.1 1,049.2 1,098.8

2 unchanged sentences

Maturities of long-term debt are as follows for the next five years:

$ 1.050 billion in 2025;

$ 350.1 million in 2026;

$ 1.5 billion in 2027;

$ 400.0 million in 2028 and $ 800.0 million in 2029.

$ 900.0 million in 2028;

$ 800.0 million in 2029 and $ 1.0 billion in 2030.

Interest expense on long-term debt was $ 396.2 million, $ 354.7 million and $ 374.6 million for 2025, 2024 and 2023, respectively.

Subsequent event

In January 2026, the Company repaid the principal of $ 350 million related to the Company’s 3.95 % senior notes using commercial paper.

Activity in the current year

In July 2025, the Company issued $ 500.0 million of 4.30 % senior notes due 2028, $ 500.0 million of 4.50 % senior notes due 2030 and $ 500.0 million of 5.15 % senior notes due 2035 in a public offering.

The net proceeds from the issuance of these senior notes were used to repay outstanding principal of $ 400.0 million related to the Company’s 3.45 % senior notes due August 1, 2025, the outstanding principal of $ 400.0 million related to the Company’s 4.25 % senior notes due August 8, 2025 and a portion of the outstanding borrowings under the Company’s domestic commercial paper program.

The newly issued senior notes contain customary qualitative covenants as defined in their respective agreements.

In February 2025, the Company repaid the principal of $ 250.0 million related to the Company’s 3.30 % senior notes due February 1, 2025 using commercial paper.

Activity in 2024

In August 2024, the Company repaid principal of $ 600.0 million related to the Company’s 4.05 % senior notes due August 8, 2024 using commercial paper and subsequently issued $ 400.0 million of 4.55 % senior notes due 2028 and $ 450.0 million of 4.80 % senior notes due 2031 in a public offering.

1 unchanged sentence

The newly issued senior notes contain customary qualitative covenants as defined in their respective agreements.

During the second quarter of 2024, the Company repaid the principal of $ 500.0 million related to its 3.125 % senior notes due June 1, 2024 using commercial paper.

In June 2024, the Company repaid the principal of $ 500.0 million related to its 3.125 % senior notes due June 1, 2024 using commercial paper.

Activity in 2023

In December 2023, the Company exercised its call provision to make-whole the entire outstanding $ 119.4 million aggregate principal amount of its 7.38 % Debentures due 2027 and the entire outstanding $ 3.5 million aggregate principal amount of its 7.45 % Debentures due 2097.

The retirement of the Debentures resulted in a loss of $ 12.8 million recorded in Other general (income) expense - net.

In August 2022, the Company issued $ 600.0 million of 4.05 % Senior Notes due August 2024 and $ 400.0 million of 4.25 % Senior Notes due August 2025 in a public offering.

The net proceeds from the issuance of these notes were used to repay

borrowings outstanding under the Company’s credit agreement dated May 9, 2016, as amended, and the domestic commercial paper program.

See Note 19 for further information.

Short-Term Borrowings

In November 2024, the Company amended its credit agreement dated May 9, 2016, as amended, to extend the maturity of $ 75.0 million of the commitments available for borrowing and obtaining the issuance, renewal, extension and increase of a letter of credit under the credit agreement from June 20, 2025 to December 20, 2029.

In July 2024, the Company entered into a new $ 2.500 billion revolving credit agreement maturing on July 31, 2029 (2024 Credit Agreement), which replaced the the 2022 Credit Agreement.

Activity in the current year

In November 2025, the Company amended and restated its credit agreement dated May 9, 2016, as amended (2016 Credit Agreement), to extend the maturity of $ 75.0 million of the commitments available for borrowing or obtaining letters of credit from December 20, 2025 to December 20, 2030 (2025 Credit Agreement).

This amended and restated credit agreement grants the Company the right to borrow or obtain letters of credit up to an aggregate availability of $ 875.0 million and may be used for general corporate purposes, including the financing of working capital requirements.

The 2025 Credit Agreement was subsequently amended in February 2026 to extend the maturity of commitments available for borrowing or letters of credit under the agreement.

In August 2025, the Company amended its revolving credit agreement dated July 31, 2024 (2024 Credit Agreement) to extend the maturity of $ 2.5 billion of the commitments under the agreement from July 31, 2029 to August 8, 2030, remove a credit spread adjustment and modify the pricing grid.

Also in August 2025, the Company entered into a new 364 -day senior unsecured delayed draw term loan (DDTL) credit agreement which provided for a $ 750.0 million US dollar-denominated senior unsecured DDTL (USD DDTL) and a € 250.0 million Euro-denominated senior unsecured DDTL (EUR DDTL) available as a single draw for general corporate purposes, including to finance working capital requirements.

The Company exercised the full amount of the draw in September 2025 to fund the acquisition of Suvinil.

See Note 3 for further information on the acquisition of Suvinil.

Activity in 2024

In July 2024, the Company entered into the $ 2.5 billion 2024 Credit Agreement maturing on July 31, 2029, replacing the credit agreement dated August 30, 2022 (2022 Credit Agreement).

Under the terms of the 2024 Credit Agreement, the Company may request to extend the maturity date for two additional one-year periods, request an uncommitted increase up to $ 750.0 million and issue letters of credit under a $ 250.0 million subfacility.

In August 2022, the Company entered into a five-year credit agreement (2022 Credit Agreement), which replaced the $ 2.000 billion credit agreement dated June 29, 2021.

This credit agreement may be used for general corporate purposes, including the financing of working capital requirements.

Activity in 2022 and prior

In August 2022, the Company entered into the 2022 Credit Agreement maturing on August 30, 2027, replacing the credit agreement dated June 29, 2021.

The 2022 Credit Agreement gave the Company the right to borrow $ 2.25 billion and to obtain letters of credit in an amount of up to $ 250.0 million.

In August 2021, the Company entered into an amended and restated $ 625.0 million credit agreement (2021 Credit Agreement), which amends and restates the five-year credit agreement entered into in September 2017.

This credit agreement was permitted to be used for general corporate purposes, including the financing of working capital requirements.

In August 2021, the Company amended and restated its credit agreement dated September 11, 2017, as amended, which gives the Company the right to borrow and obtain letters of credit up to an aggregate availability of $ 625.0 million.

This credit agreement may be used for general corporate purposes, including the financing of working capital requirements.

The 2021 Credit Agreement was subsequently amended on multiple dates to extend the maturity of commitments available for borrowing or letters of credit under the agreement.

In May 2016, the Company entered into a five-year credit agreement (2016 Credit Agreement), subsequently amended on multiple dates to extend the maturity of commitments available for borrowing or letters of credit under the agreement.

The 2016 credit agreement gives the Company the right to borrow and obtain letters of credit up to an aggregate availability of $ 875.0 million.

These credit agreements are/were used for general corporate purposes, including the financing of working capital requirements.

At December 31, 2024, 2023 and 2022, there were no borrowings outstanding under these credit agreements.

In May 2016, the Company entered into the 2016 Credit Agreement which gives the Company the right to borrow and obtain letters of credit up to an aggregate availability of $ 875.0 million.

This credit agreement was permitted to be used for general corporate purposes, including the financing of working capital requirements.

The 2016 Credit Agreement was subsequently amended on multiple dates to extend the maturity of commitments available for borrowing or letters of credit under the agreement.

Other than the outstanding balances on the USD DDTL and EUR DDTL at December 31, 2025 presented in the Short-term borrowings summary table below, there were no borrowings outstanding under any of the Company’s credit agreements at December 31, 2025, 2024 and 2023.

The Company’s available capacity under its committed credit agreements is reduced for amounts outstanding under its domestic commercial paper program and letters of credit.

3 unchanged sentences

Domestic commercial paper $ 281.4 $ 655.6 $ 347.7

USD DDTL 625.0 — —

EUR DDTL 293.6 — —

Foreign facilities 0.5 6.8 26.5

4 unchanged sentences

Interest expense on Short-term borrowings was $ 68.8 million, $ 61.0 million and $ 42.9 million for 2025, 2024 and 2023, respectively.

Among other restrictions, the Company’s notes, debentures and revolving credit agreement contain certain covenants relating to liens, ratings changes, merger and sale of assets, consolidated leverage and change of control, as defined in the agreements.

Among other restrictions, the Company’s notes, debentures, revolving credit agreement and credit agreements contain certain covenants relating to liens, ratings changes, merger and sale of assets, consolidated leverage and change of control, as defined in the agreements.

In the event of default under any one of these arrangements, acceleration of the maturity of any one or more of these borrowings may result.

1 unchanged sentence

NOTE 8 – PENSION, HEALTH CARE AND OTHER POSTRETIREMENT BENEFITS

The Company provides pension benefits to substantially all full-time employees through primarily noncontributory defined contribution or defined benefit pension plans and certain health care and life insurance benefits to domestic active employees and eligible retirees.

The Company provides pension benefits to substantially all full-time domestic employees and certain foreign employees through primarily noncontributory defined contribution or defined benefit pension plans and health care and life insurance benefits to certain domestic and foreign active employees and eligible retirees.

Health Care Plans

13 unchanged sentences

The plan was funded in accordance with all applicable regulations at December 31, 2025.

The Company has thirty-six foreign defined benefit pension plans.

At December 31, 2024, twenty-nine of the Company’s foreign defined benefit pension plans were unfunded or underfunded, with combined accumulated benefit obligations, projected benefit obligations, fair values of net assets and deficiencies of plan assets of $ 73.9 million, $ 88.3 million, $ 20.5 million and $ 67.8 million, respectively.

The Company has thirty-eight foreign defined benefit pension plans.

At December 31, 2025, thirty-two of the Company’s foreign defined benefit pension plans were unfunded or underfunded, with combined accumulated benefit obligations, projected benefit obligations, fair values of net assets and deficiencies of plan assets of $ 94.8 million, $ 116.1 million, $ 32.8 million and $ 83.3 million, respectively.

At December 31, 2025, six of the Company’s foreign defined benefit pension plans were overfunded, with combined accumulated benefit obligations, projected benefit obligations, fair values of net assets and excess plan assets of $ 150.4 million, $ 155.8 million, $ 217.3 million and $ 61.5 million, respectively.

The Company expects to make the following benefit payments for all domestic and foreign defined benefit pension plans:

7 unchanged sentences

The estimated net actuarial gains and prior service costs for the defined benefit pension plans that are expected to be amortized from AOCI into net pension costs in 2026 are $ 3.9 million and $ 1.5 million, respectively.

The following table summarizes the components of the net pension costs and AOCI related to the defined benefit pension plans:

Defined Benefit Pension Plan Foreign

Defined Benefit Pension Plans

The following table summarizes the components of the net pension costs and changes recognized in AOCI related to the defined benefit pension plans:

Domestic Foreign

2025 2024 2023 2025 2024 2023

Net pension cost:

Net periodic pension (credit) cost:

Service cost $ 2.4 $ 2.9 $ 3.0 $ 4.6 $ 4.6 $ 4.4

2 unchanged sentences

Amortization of prior service cost (credit) 2.2 1.9 1.3 ( 0.2 ) ( 0.1 ) ( 0.2 )

Amortization of actuarial (gains) losses ( 0.5 ) ( 1.3 ) ( 1.5 ) 0.2

Ongoing pension cost 0.9 1.6 1.2 3.9 2.2 4.2

Amortization of actuarial gains ( 2.1 ) ( 0.5 ) — ( 1.2 ) ( 1.3 ) ( 1.5 )

Ongoing periodic pension (credit) cost ( 1.8 ) 0.9 1.6 5.7 3.9 2.2

Settlement credits — — — — — ( 1.1 )

Curtailment cost — — — — 7.1 —

Net pension cost 0.9 1.6 1.2 11.0 1.1 3.9

Other changes in plan assets and projected benefit

obligation recognized in AOCI (before taxes):

Net periodic pension (credit) cost ( 1.8 ) 0.9 1.6 5.7 11.0 1.1

Other changes in plan assets and projected benefit obligation recognized in AOCI (before taxes):

Net actuarial (gains) losses arising during the year ( 11.0 ) ( 20.9 ) ( 8.6 ) ( 1.1 ) ( 8.0 ) 5.8

Prior service cost (credit) arising during the year 1.0 3.0 1.6 6.9 1.1 ( 0.3 )

Amortization of actuarial gains (losses) 0.5 1.3 1.5 ( 0.2 )

Prior service cost arising during the year 1.3 1.0 3.0 — 6.9 1.1

Amortization of actuarial gains 2.1 0.5 — 1.2 1.3 1.5

Amortization of prior service (cost) credit ( 2.2 ) ( 1.9 ) ( 1.3 ) 0.2 ( 7.0 ) 0.2

Loss recognized for settlement — — — — — 1.1

Exchange rate loss (gain) recognized during the year 1.6 ( 1.5 ) ( 0.4 )

Effect of foreign exchange — — — ( 2.9 ) 1.6 ( 1.5 )

Total recognized in AOCI ( 9.8 ) ( 21.3 ) ( 6.9 ) ( 2.6 ) ( 5.2 ) 8.2

Total recognized in net pension cost and AOCI

$ ( 20.4 ) $ ( 5.3 ) $ 6.8 $ 5.8 $ 9.3 $ ( 26.1 )

Total recognized in net periodic pension (credit) cost and AOCI $ ( 11.6 ) $ ( 20.4 ) $ ( 5.3 ) $ 3.1 $ 5.8 $ 9.3

Service cost is recorded in Cost of goods sold and Selling, general and administrative expenses.

All other components of Net pension costs are recorded in Other (income) expense - net.

All other components of Net pension costs are recorded in Other expense (income) - net.

In December 2024, the Company amended one of its foreign defined benefit plans to freeze future benefit accruals as of December 31, 2024.

As a result of the amendment, the Company recognized a non-cash pre-tax curtailment charge of $ 7.1 million primarily related to the acceleration of amounts previously recorded within AOCI in the Statements of Consolidated Comprehensive Income.

The Company employs a total return investment approach for the domestic and foreign defined benefit pension plan assets.

2 unchanged sentences

The target allocations for the domestic defined benefit pension plan assets are 35 % – 65 % equity securities, 35 % – 65 % fixed income securities and 0 % – 9 % other (including alternative investments and cash).

The target allocations for the foreign defined benefit pension plan assets vary by plan, but are generally within the following ranges:

0 % – 20 % equity securities, 75 % – 100 % fixed income securities and 0 % – 10 % other (including alternative investments and cash).

The target allocations for the foreign defined benefit pension plan assets vary by plan, but on an average basis are 0 % – 10 % equity securities, 80 % – 100 % fixed income securities and 0 % – 10 % other (including alternative investments and cash).

The following tables summarize the fair value of the defined benefit pension plan assets at December 31, 2025, 2024 and 2023.

1 unchanged sentence

Fair Value at

Quoted Prices

(Level 1) Significant

Quoted Prices in

Active Markets

for Identical Assets

(Level 1) Significant

10 unchanged sentences

Fair Value at

Quoted Prices

(Level 1) Significant

Quoted Prices in

Active Markets

for Identical

(Level 1) Significant

Investments at fair value:

Cash and cash equivalents $ 8.7 $ 8.7 $ —

Equity investments (1)

7 unchanged sentences

Fair Value at

Quoted Prices

(Level 1) Significant

Quoted Prices in

Active Markets

for Identical

(Level 1) Significant

3 unchanged sentences

Fixed income investments (2)

188.9 36.8 152.1

Other assets (3)

8 unchanged sentences

The following table summarizes the obligations, plan assets and assumptions used for the defined benefit pension plans, which are all measured as of December 31:

Defined Benefit Pension Plan Foreign

Defined Benefit Pension Plans

2024 2023 2022 2024 2023 2022

Accumulated benefit obligations

at end of year

Domestic Foreign

2025 2024 2023 2025 2024 2023

Accumulated benefit obligations at end of year $ 100.6 $ 94.2 $ 100.5 $ 245.2 $ 221.7 $ 236.4

Projected benefit obligations:

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Interest cost 5.2 4.9 4.6 13.3 11.8 11.8

Actuarial (gains) losses ( 11.1 ) 2.8 ( 32.6 ) ( 19.8 ) 8.8 ( 112.4 )

Actuarial losses (gains) 1.1 ( 11.1 ) 2.8 ( 4.3 ) ( 19.8 ) 8.8

Plan amendments and other 1.3 1.0 3.0 4.8 13.5 2.0

10 unchanged sentences

Balances at end of year 166.7 148.7 135.1 250.1 231.3 246.7

Excess (deficient) plan assets over

projected benefit obligations

$ 53.4 $ 33.0 $ 27.7 $ ( 11.7 ) $ ( 11.1 ) $ ( 6.8 )

Assets and liabilities recognized in the

Consolidated Balance Sheets:

Deferred pension assets $ 53.4 $ 33.0 $ 27.7 $ 56.1 $ 57.9 $ 51.7

Excess (deficient) plan assets over projected benefit obligations $ 65.0 $ 53.4 $ 33.0 $ ( 21.8 ) $ ( 11.7 ) $ ( 11.1 )

Assets and liabilities recognized in the Consolidated Balance Sheets:

Noncurrent pension assets $ 65.0 $ 53.4 $ 33.0 $ 61.5 $ 56.1 $ 57.9

Other accruals — — — ( 6.7 ) ( 6.0 ) ( 3.4 )

5 unchanged sentences

$ 38.9 $ 29.1 $ 7.8 $ 32.9 $ 30.3 $ 25.1

Weighted-average assumptions used to

determine projected benefit obligations:

Weighted-average assumptions used to determine projected benefit obligations:

Discount rate 5.70 % 5.78 % 5.09 % 5.50 % 5.49 % 4.81 %

Rate of compensation increase 3.00 % 3.00 % 3.00 % 3.18 % 3.29 % 3.33 %

Weighted-average assumptions used to

determine net pension cost:

Weighted-average assumptions used to determine net pension cost:

Discount rate 5.78 % 5.09 % 5.27 % 5.49 % 4.81 % 5.06 %

Expected long-term rate of

return on assets

6.25 % 6.25 % 5.00 % 4.78 % 5.48 % 3.19 %

Expected long-term rate of return on assets 6.50 % 6.25 % 6.25 % 4.78 % 4.78 % 5.48 %

Rate of compensation increase 3.00 % 3.00 % 3.00 % 3.29 % 3.33 % 3.39 %

2 unchanged sentences

There were 3,325 , 3,354 and 3,367 retired employees covered by these postretirement benefits at December 31, 2025, 2024 and 2023, respectively.

The following table summarizes the obligation and the assumptions used for other postretirement benefits:

Other Postretirement Benefits

The following table summarizes the components of the net periodic benefit credit and changes recognized in AOCI related to domestic other postretirement benefits:

2025 2024 2023

Net periodic benefit (credit) cost:

Net periodic benefit credit:

Service cost $ 0.2 $ 0.5 $ 0.6

2 unchanged sentences

Amortization of prior service credit ( 14.3 ) ( 23.9 ) ( 23.9 )

Net periodic benefit (credit) cost ( 17.0 ) ( 15.8 ) 11.0

Other changes in projected benefit obligation recognized in

AOCI (before taxes):

Net periodic benefit credit ( 9.8 ) ( 17.0 ) ( 15.8 )

Other changes in benefit obligation recognized in AOCI (before taxes):

Net actuarial gain arising during the year ( 2.3 ) ( 8.6 ) ( 8.0 )

Prior service credit arising during the year ( 62.8 )

Amortization of actuarial gains (losses) 2.4 0.4 ( 0.1 )

1 unchanged sentence

Total recognized in AOCI 14.4 15.7 15.8

Total recognized in net periodic benefit cost and AOCI $ ( 1.3 ) $ — $ ( 110.1 )

The estimated net actuarial gains and prior service credits for other postretirement benefits that are expected to be amortized from AOCI into net periodic benefit cost in 2025 are $ 2.4 million and $ 14.2 million, respectively.

The assumed health care cost trend rate and prescription drug cost increases used to determine the net periodic benefit cost for postretirement health care benefits for 2025 both decrease in each successive year until reaching 4.5 % in 2034.

The Company expects to make retiree health care benefit cash payments as follows:

Total recognized in net periodic benefit cost (credit) and AOCI $ 4.6 $ ( 1.3 ) $ —

The estimated net actuarial gains and prior service credits for domestic other postretirement benefits that are expected to be amortized from AOCI into net periodic benefit cost in 2026 are $ 3.0 million and $ 0.1 million, respectively.

The assumed health care cost trend rate and prescription drug cost increases used to determine the net periodic benefit cost for domestic postretirement health care benefits for 2026 both decrease in each successive year until reaching 4.50 % in 2034.

The Company expects to make retiree health care benefit cash payments for domestic other postretirement benefits as follows:

2031 through 2035 41.9

Total expected benefit cash payments $ 109.3

Employees and their eligible dependents in certain consolidated foreign subsidiaries of the Company are eligible for health care benefits upon retirement, subject to the terms of the plans, and are recorded as other postretirement benefits.

The associated benefit obligation and net periodic benefit cost did not have a material impact on the Company’s consolidated financial statements.

NOTE 9 – LEASES

The Company leases retail stores, manufacturing and distribution facilities, office space and equipment under operating and finance lease agreements.

Operating leases are included in Operating lease right-of-use (ROU) assets, Current portion of operating lease liabilities and Long-term operating lease liabilities on the Consolidated Balance Sheets.

Finance leases are included in Other assets, Other accruals and Other long-term liabilities on the Consolidated Balance Sheets.

The finance lease related asset and liability as of December 31, 2024 was $ 187.5 million and $ 189.3 million , respectively.

Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term.

Operating leases are included in Operating lease right-of-use (ROU) assets, Current portion of operating lease liabilities and Long-term operating lease liabilities and finance leases are included in Other assets, Other accruals and Other long-term liabilities on the Consolidated Balance Sheets.

The majority of the operating lease ROU asset and lease liability balances are related to the retail operations of the Paint Stores Group.

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The exercise of lease renewal options is at the Company’s discretion and is not reasonably certain at lease commencement.

Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term.

Most leases do not contain an incremental borrowing rate which is readily determinable from their associated contract.

Therefore, the Company uses its estimated incremental borrowing rate on a collateralized basis which is derived from information available at the lease commencement date, giving consideration to publicly available credit rating data, other risk characteristics and the term of the lease in determining the present value of lease payments.

The Company does not account for lease and non-lease components of contracts separately for any underlying asset class.

Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities.

Some leases have variable payments, however, because they are not based on an index or rate, they are excluded from ROU assets and lease liabilities.

Variable payments for real estate leases relate primarily to common area maintenance, insurance, taxes and utilities associated with the properties.

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As a result, certain leases with a term of 12 months or less are not recorded on the Consolidated Balance Sheets and expense is recognized on a straight-line basis over the lease term.

Most leases do not contain an incremental borrowing rate which is readily determinable from their associated contract.

Additional lease information is summarized below:

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Operating leases 5.6 years 5.5 years 5.5 years

Finance leases 43.4 years

Finance leases 43.0 years 43.4 years

Weighted average discount rate:

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Finance leases 5.7 % 5.5 %

The following table reconciles the undiscounted cash flows for each of the next five years and thereafter to the operating and finance lease liabilities recognized on the Consolidated Balance Sheets as of December 31, 2024.

The following table reconciles the undiscounted cash flows for each of the next five years and thereafter related to the operating and finance lease liabilities recognized on the Consolidated Balance Sheets as of December 31, 2025.

The reconciliation excludes short-term leases that are not recorded on the Consolidated Balance Sheets.

Operating Leases Finance Leases

Year Ending December 31,

2026 $ 558.9 $ 11.9

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At December 31, 2025, $ 234.6 million, or 84.8 % of the total accrual, related directly to the Major Sites.

In the aggregate unaccrued maximum of $ 93.4 million at December 31, 2024, $ 70.6 million, or 75.6 %, related to the Major Sites.

In the aggregate unaccrued maximum of $ 87.9 million at December 31, 2025, $ 65.2 million, or 74.2 %, is related to the Major Sites.

The significant cost components of this liability continue to be related to remedy implementation, regulatory agency interaction and project management and other costs.

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Gibbsboro has been divided by the Environmental Protection Agency (EPA) into six operable units (OUs) based on location and characteristics, whose investigation and remediation efforts are likely to occur over an extended period of time.

To date, the Company has completed remedy construction on three of the six operable units.

While there are administrative tasks to be completed before final agency

approval, the remediation phase of the work for these three OUs is effectively complete and future work for these OUs is anticipated to be limited.

To date, the Company has completed remedy construction on three of the six OUs.

While there are administrative tasks to be completed before final agency approval,

the remediation phase of the work for these three OUs is effectively complete and future work for these OUs is anticipated to be limited.

OUs are in various phases of investigation and remediation with the EPA that provide enough information to reasonably estimate cost ranges and record environmental-related accruals.

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(1) a multi-party Superfund site that (a) has received a record of decision from the federal EPA and is currently in the remedial design phase for one OU, (b) has received a record of decision from the federal EPA for an interim remedy for another OU and (c) has a remedial investigation ongoing for another OU, (2) a closed paint manufacturing facility that is in the operation and maintenance phase of remediation under both federal and state EPA programs and (3) a formerly-owned site containing warehouse and office space that is in the remedial/design investigation phase under a state EPA program.

Each of these three Major Sites are in phases of investigation and remediation that provide sufficient information to reasonably estimate cost ranges and record environmental-related accruals.

Each of these three Major Sites are in phases of investigation, remediation and monitoring that provide sufficient information to reasonably estimate cost ranges and record environmental-related accruals.

Excluding the Major Sites discussed above, no sites are individually material to the total accrual balance.

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The Asset Retirement and Environmental Obligations Topic of the ASC requires a liability to be recognized for the fair value of a conditional asset retirement obligation if a settlement date and fair value can be reasonably estimated.

The Company recognizes a liability for any conditional asset retirement obligation when sufficient information is available to reasonably estimate a settlement date to determine the fair value of such a liability.

The Company has identified certain conditional asset retirement obligations at various current and closed manufacturing, distribution and store facilities.

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The recording of additional liabilities for future conditional asset retirement obligations may result in a material impact on Net income for the annual or interim period during which the costs are accrued.

Management does not believe that any potential liability ultimately attributed to the Company for its conditional asset retirement obligations will have a material adverse effect on the Company’s financial condition, liquidity or cash flow due to the extended period of time over which sufficient information may become available regarding the closure or modification of any one or group of the Company’s facilities.

Management does not believe that any potential liability ultimately attributed to the Company for its conditional asset retirement obligations will have a material adverse effect on the Company’s financial condition, liquidity or cash flows due to the extended period of time over which sufficient information may become available regarding the closure or modification of any one or group of the Company’s facilities.

An estimate of the potential impact on the Company’s operations cannot be made due to the aforementioned uncertainties.

Real Estate Financing

In December 2022, the Company closed a transaction to sell and subsequently lease back its partially-constructed new global headquarters.

As a result of this transaction, the Company has entered into certain sale-leaseback agreements that do not qualify as asset sales and were accounted for as real estate financing transactions.

Net proceeds are recognized within the Financing Activities section in the Statements of Consolidated Cash Flows.

The Company expects to receive total proceeds approximating $ 800 million to $ 850 million on an incremental basis until the completion of construction of the new global headquarters.

The Company expects to receive the final proceeds for the new global headquarters in the first quarter of 2025, at which point the Company will calculate the remaining obligation under the terms of the lease.

The following table summarizes the activity related to this transaction and the corresponding balances recognized in the Consolidated Balance Sheets.

The Company has entered into certain sale-leaseback agreements that do not qualify as asset sales and were accounted for as real estate financing transactions, one of which was to sell and subsequently lease back its new global headquarters.

The Company received the final proceeds for the new global headquarters in 2025 for a total of $ 800 million.

These proceeds are recognized within the Financing Activities section in the Statements of Consolidated Cash Flows.

The following tables summarize the activity related to this transaction and the corresponding balances recognized in the Consolidated Balance Sheets.

2025 2024 2023

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Capitalized interest (1)

37.2 45.2 23.8

Short-term liability (2)

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Total liability $ 813.0 $ 765.6 $ 515.8

(1) Interest is capitalized within construction in progress in Property, plant and equipment, net.

(1) Interest is capitalized within Property, plant and equipment, net.

(2) The short-term portion of the liability is recorded in Other accruals.

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NOTE 11 – LITIGATION

In the course of its business, the Company is subject to a variety of claims and lawsuits, including, but not limited to, litigation relating to product liability and warranty, personal injury, environmental, intellectual property, commercial, contractual and antitrust claims, that are inherently subject to many uncertainties regarding the possibility of a loss to the Company.

In the course of its business, the Company is subject to a variety of actual and potential claims, lawsuits, and other proceedings, including, but not limited to, litigation relating to product liability and warranty, raw materials used in our products, personal injury, environmental (including alleged natural resource damages), intellectual property, commercial, contractual and antitrust claims, that are inherently subject to many uncertainties regarding the possibility of a loss to the Company.

Uncertainties to which litigation is inherently subject include, among other things, costs, unpredictable court or jury decisions that could affect other litigation against the Company and encourage an increase in the number and nature of future claims and proceedings, and differing laws and regulations in jurisdictions where the Company operates.

These uncertainties will ultimately be resolved when one or more future events occur or fail to occur confirming the incurrence of a liability or the reduction of a liability.

In accordance with the Contingencies Topic of the ASC, the Company accrues for these contingencies by a charge to income when it is both probable that one or more future events will occur confirming the fact of a loss and the amount of the loss can be reasonably estimated.

In the event that the Company’s loss contingency is ultimately determined to be significantly higher than currently accrued, the recording of the additional liability may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such additional liability is accrued.

In those cases where no accrual is recorded because it is not probable that a liability has been incurred or the amount of any such loss cannot be reasonably estimated, any potential liability ultimately determined to be attributable to the Company may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued.

In those cases where no accrual is recorded or exposure to loss exists in excess of the amount accrued, the Contingencies Topic of the ASC requires disclosure of the contingency when there is a reasonable possibility that a loss or additional loss may have been incurred.

Due to the uncertainties involved in litigation, management is unable to predict the outcome of the litigation identified below, the number or nature of possible future claims and proceedings or the effect that any legislation and/or administrative regulations may have on the litigation or against the Company.

In addition, management cannot reasonably determine the scope or amount of the potential costs and liabilities related to such litigation, or resulting from any such legislation and regulations.

With respect to the litigation identified below, the Company has only accrued for the court-approved agreement related to the California Proceedings, identified in the Public Nuisance Claim Litigation section.

For the remaining litigation identified below, the Company does not believe it is probable that a loss has occurred, or the Company believes it is not possible to estimate the range of potential losses.

These uncertainties will ultimately be resolved when one or more future events occur or fail to occur confirming the incurrence of a liability or the avoidance or reduction of a liability.

In accordance with the Contingencies Topic of the ASC, the Company accrues for contingencies by a charge to income when it is both probable that one or more future events will occur confirming the fact of a loss and the amount of the loss can be reasonably estimated.

In the event that a loss contingency is ultimately determined to be significantly higher than currently accrued, the recording of the additional liability may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such additional liability is accrued.

In matters where no accrual is recorded because it is not probable that a liability will be incurred or the amount of any such loss cannot be reasonably estimated, any potential liability ultimately determined to be attributable to the Company may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued.

In those matters where no accrual is recorded or exposure to loss exists in excess of the amount accrued, the Contingencies Topic of the ASC requires disclosure of the contingency when there is a reasonable possibility that a loss or additional loss may have been incurred.

Due to the uncertainties involved in claims, lawsuits, and other proceedings, management is unable to predict the outcome of the matters identified below, the number or nature of possible future claims, lawsuits, and proceedings, or the effect that any legislation and/or administrative regulations may have on such matters or the Company.

In addition, management cannot reasonably determine the scope or amount of the potential costs and liabilities related to such matters, or resulting from any such legislation and regulations.

We currently have not accrued any amounts for the pending lead pigment and lead-based paint litigation identified below because the Company does not believe it is probable that a loss will occur, or the Company believes it is not possible to estimate the range of potential losses.

In addition, any potential liability that may result from any changes to legislation and regulations cannot reasonably be estimated.

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The Company has also been a defendant in legal proceedings arising from the manufacture and sale of non-lead-based paints that seek recovery based upon various legal theories, including the failure to adequately warn of potential exposure to lead during surface preparation when using non-lead-based paint on surfaces previously painted with lead-based paint.

Other than the California Proceedings and currently pending cases, all of these legal proceedings have been concluded in favor of the Company and other defendants at various stages in the proceedings.

Other than currently pending cases and the California Proceedings, identified in the Public Nuisance Claim Litigation section, all of these legal proceedings have been concluded in favor of the Company and other defendants at various stages in the proceedings.

In addition, from time to time, various legislation and administrative regulations have been enacted, promulgated or proposed to impose obligations on present and former manufacturers of lead pigments and lead-based paints respecting asserted health concerns associated with such products or to overturn the effect of court decisions in which the Company and other manufacturers have been successful.

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al.) and one case pending in Milwaukee County Circuit Court in Wisconsin (Arrieona Beal v.

Hattie and Jerry Mitchell, et al.).

Armstrong Containers, Inc., et al.).

Those matters include claims by four individuals allegedly injured from ingestion of lead pigment or lead-containing paint while they were minors.

The plaintiffs generally seek compensatory damages and have invoked Wisconsin’s risk contribution theory (which is similar to market share liability, except that liability can be joint and several) due to the plaintiff’s inability to identify the manufacturer of any product that allegedly injured the plaintiff.

On May 20, 2021, as a result of a decision in favor of the Company by United States Court of Appeals for the Seventh Circuit in the Ravon Owens v.

American Cyanamid, et al., Cesar Sifuentes v.

American Cyanamid, et al.

and Glenn Burton, Jr.

American Cyanamid, et al.

cases, the Company and the three other defendants filed motions for summary judgment to dismiss all claims of the approximately 150 plaintiffs then pending in the Eastern District of Wisconsin, including the claims of Gibson and the Valoes.

On March 3, 2022, the district court granted summary judgment in favor of the Company and the other defendants.

On September 15, 2022, the plaintiffs filed notices of appeal with the Seventh Circuit, seeking to appeal the district court’s summary judgment in favor of the Company and the other defendants.

On February 9, 2024, the Seventh Circuit affirmed the district court’s summary judgment in favor of the Company and the other defendants in all cases except those filed by Gibson and the Valoes, which cases were remanded to the district court for further proceedings.

Following remand of the Gibson and Valoe cases, the three remaining plaintiffs filed amended complaints on May 7, 2024, alleging strict liability, negligence and public nuisance claims.

In the Gibson and Valoe cases, which are pending in federal court, the three individual plaintiffs filed amended complaints on May 7, 2024, alleging strict liability, negligence and public nuisance claims.

The defendants filed motions to dismiss the plaintiffs’ amended complaints on June 20, 2024.

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On December 6, 2024, the Company and some of the other defendants filed a third-party complaint against NL Industries, Inc.

(NL) and the owners and landlords of the properties where plaintiffs resided.

Some of the owners and landlords filed a motion to dismiss the third-party complaints;

that motion remains pending.

On January 30, 2025, the district court entered a stipulated order dismissing NL pursuant to the execution of a Pierringer release between plaintiffs and NL.

(NL) and the owners and landlords of the properties where the Gibson and Valoe plaintiffs resided.

On January 30, 2025, the federal court entered a stipulated order dismissing NL pursuant to the execution of a Pierringer release settlement agreement between plaintiffs and NL where the plaintiffs have agreed to indemnify NL against claims for contribution from the Company and some of the other defendants.

Some of the owners and landlords filed motions to dismiss the third-party complaints, which motions the federal court denied on September 4, 2025.

The parties are conducting discovery, and discovery is scheduled to be completed by December 15, 2026.

In the separate state court proceeding, on August 24, 2021, Arrieona Beal filed an amended complaint in Milwaukee County Circuit Court, naming the Company and other alleged former lead pigment manufacturers as defendants pursuant to the risk contribution liability theory.

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On January 10, 2024, one of the landlord defendants filed a counterclaim and cross-claim against all parties.

On May 15, 2024, the plaintiff filed a motion for partial judgment on the pleadings to strike the Company and other manufacturing defendants’ affirmative defenses, and on August 6, 2024, the circuit court granted defendants’ motion to strike the plaintiff’s motion.

On December 6, 2024, plaintiff filed a notice of voluntary dismissal as to landlords Hattie and Jerry Mitchell pursuant to the execution of a Pierringer release.

Insurance Coverage Litigation.

The Company and its liability insurers, including certain underwriters at Lloyd’s of London, initiated legal proceedings against each other to determine, among other things, whether the costs and liabilities associated with the abatement of lead pigment are covered under certain insurance policies issued to the Company.

The insurers’ action, which was filed on February 23, 2006, in the Supreme Court of the State of New York, County of New York, was dismissed.

The Company’s action, filed on March 3, 2006, in the Common Pleas Court, Cuyahoga County, Ohio, previously was stayed and inactive.

On January 9, 2019, the Company filed an unopposed motion to lift the stay with the trial court, which was granted, allowing the case to proceed to determine whether the insurers were required to indemnify the Company following the California Proceedings.

On June 28, 2019, the Company and its liability insurers each filed separate motions for summary judgment seeking various forms of relief.

The trial court entered an order on December 4, 2020, granting the insurers’ motion for summary judgment, denying the Company’s motion and entering final judgment in favor of the insurers.

The trial court sided with the Company on all of the issues presented, except one.

On December 21, 2020, the Company filed a notice of appeal to the Court of Appeals of Cuyahoga County, Ohio, Eighth Appellate District, and the insurers filed cross-appeals.

On September 1, 2022, the appellate court reversed the trial court’s grant of summary judgment, finding in favor of the Company on its appeal and against the insurers on their cross-appeal, and remanded the case to the trial court.

On September 12, 2022, the insurers applied to the appellate court for reconsideration of its decision, en banc review, or certification of an appeal to the Ohio Supreme Court, which the appellate court denied.

The insurers subsequently filed a notice of appeal to the Ohio Supreme Court, to which the Company filed its response.

On May 9, 2023, the Ohio Supreme Court accepted the insurers’ appeal.

Oral argument was held on October 24, 2023.

On December 10, 2024, the Ohio Supreme Court reversed the Court of Appeals and mandated judgment in favor of the insurers, holding that because the abatement-fund payment was made to prevent future harm rather than compensate for past harm, payment was not “damages” covered under the insurance policies.

This decision means that insurance proceeds could be unavailable under the policies at issue to mitigate past or future abatement related liabilities.

The Company has not recorded a receivable related to these insurance policies or otherwise assumed that proceeds from these insurance policies would be received in estimating any contingent liability accrual within the consolidated financial statements.

Therefore, this decision, without a determination of liability against the Company in the lead pigment or lead-based paint litigation will have no impact on the Company’s results of operation, liquidity or financial condition.

As previously stated, except with respect to the litigation in the California Proceedings, the Company has not accrued any amounts for the lead pigment or lead-based paint litigation and any significant liability ultimately determined to be attributable to the Company relating to such litigation may result in a material impact on the Company’s results of operations, liquidity or financial condition for the annual or interim period during which such liability is accrued.

On February 27, 2025, landlord defendants Hattie and Jerry Mitchell were voluntarily dismissed pursuant to the execution of a Pierringer release settlement agreement between plaintiff and the landlord defendants where the plaintiff has agreed to indemnify the landlord defendants against claims for contribution from the Company and the other defendants.

On October 6, 2025, the court entered an amended scheduling order indicating that trial will be scheduled between January 15, 2027 and March 31, 2027, on dates to be set by the court.

Other matters.

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The NJ DEP seeks to recover natural resource damages, punitive damages and litigation fees and costs, as well as other costs, damages, declaratory relief and penalties pursuant to New Jersey state statutes and common law theories in connection with the alleged discharge of hazardous substances and pollutants at the Company’s Gibbsboro, New Jersey site, a former manufacturing plant and related facilities.

Following expert discovery, on November 20, 2024, the Company filed a motion in the United States District Court for the District of New Jersey seeking to enforce the terms of an April 2019 Remedial Design/Remedial Action Consent Decree between the Company and the United States Environmental Protection Agency (the Consent Decree) that is being attacked by the NJ DEP’s state court lawsuit.

On December 21, 2024, the United States filed a brief in opposition to the Company’s motion, to which the Company filed a reply brief.

The Company’s motion regarding the Consent Decree remains pending in federal court.

Meanwhile, on November 20, 2024, the Company filed a motion to stay the state court proceedings pending resolution of the Company’s motion regarding the Consent Decree.

On December 19, 2024, the state court denied the Company’s stay motion, but suspended all then-pending dates in the court’s schedule, including the previous trial date of March 10, 2025, until an ongoing discovery dispute between the Company and the NJ DEP is resolved.

On December 20, 2024, the NJ DEP filed a motion for partial summary judgment seeking to find the Company liable under the Spill Act and Solid Waste Management Act.

On January 31, 2025, the state court denied the NJ DEP’s motion for partial summary judgment.

On February 6, 2025, the state court sent an automated notice re-setting the trial for March 10, 2025.

Upon the parties’ request seeking clarification regarding the schedule, there is a status conference with the state court set for February 18, 2025.

In July 2024, a third-party assurance, testing, inspection and certification provider changed its listing for one of the Company’s protective coatings products, an intumescent coating used for fire protection of steel beam assemblies.

The Company has received claims regarding this matter and is working with its customers and end users to assist in understanding the potential impacts of the listing change, including the extent of potential remedial action that may involve the application of additional product.

The Company’s review of this matter is ongoing.

Except for an immaterial product warranty liability which remains recorded on the Consolidated Balance Sheets as of December 31, 2024, any additional amount or range of potential loss cannot be reasonably estimated at this time.

There is an ongoing discovery dispute that remains pending between the Company and the NJ DEP.

The court adjourned a February 2026 trial date and set a status conference for March 2, 2026, with a new trial date to be determined.

In July 2024, a third-party assurance, testing, inspection and certification provider (the Third-Party Provider) changed its listing for Firetex FX9502, one of the Company’s protective coatings products, an intumescent coating used for fire protection of steel beam assemblies.

The Company has received claims regarding this matter, including from a competitor (which culminated in the false advertising claim described below), and is working with its customers and end users to assist in understanding the potential impacts of the listing change, including the extent of potential remedial action that may involve the application of additional product.

The Company is also investigating potential inaccuracies for certain other Firetex intumescent products arising out of tests conducted on those products by the Third-Party Provider.

Additionally, the Company is investigating an issue in connection with its Firetex Design Estimator software in which the software recommended estimated dry film thicknesses (DFT) for certain intumescent products that were in excess of published maximum DFTs, for which the Company has also received claims.

The Company’s review of these matters is ongoing.

On September 2, 2025, Carboline Global Inc.

(Carboline) filed a lawsuit against the Company in the Eastern District of Missouri, which alleges that the Company violated the Lanham Act by disseminating false advertisements related to Firetex FX9502, an intumescent coating used for fire protection of steel beam assemblies.

Carboline’s claim arises from a change to the product’s listing by the Third-Party Provider.

Carboline seeks actual damages, treble damages, fees and costs, and injunctive relief.

The Company moved to dismiss Carboline’s complaint on October 24, 2025.

Carboline filed an amended complaint on November 14, 2025, which the Company moved to dismiss on November 28, 2025.

NOTE 12 – SHAREHOLDERS’ EQUITY

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There we no shares of serial preferred stock issued during 2025, 2024 or 2023.

Under the 2006 Equity and Performance Incentive Plan (2006 Employee Plan), 71,100,000 shares may be issued or transferred.

An aggregate of 13,603,814 , 15,830,386 and 17,939,143 shares of common stock at December 31, 2024, 2023 and 2022, respectively, were reserved for the exercise and future grants of option rights and future grants of restricted stock and restricted stock units.

See Note 14 for additional information related to stock-based compensation.

Effective April 16, 2025, the Company’s shareholders approved The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan (2025 Plan).

The 2025 Plan replaces The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (2006 Plan) (Amended and Restated as of October 13, 2023), The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors and The Sherwin-Williams Company 2007 Executive Annual Performance Bonus Plan (Amended and Restated as of October 13, 2023).

The number of shares of common stock authorized for issuance under the 2025 Plan is 21,969,555 .

An aggregate of 28,832,770 , 13,603,814 and 15,830,386 shares of common stock at December 31, 2025, 2024 and 2023, respectively, were reserved for the exercise and future grants of option rights and future grants of restricted stock and restricted stock units collectively under the 2025 Plan and 2006 Plan.

See Note 14 for further information related to stock-based compensation.

Shares outstanding shown in the following table included 1,426,883 shares of common stock held in a revocable trust at December 31, 2025, 2024 and 2023.

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Treasury stock purchased 5,600,000 ( 5,600,000 )

Treasury stock sold (1)

( 75,000 ) 75,000

Balance at December 31, 2023 20,434,584 254,543,290

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Treasury stock purchased 4,800,000 ( 4,800,000 )

Treasury stock retired ( 29,491,963 ) —

Balance at December 31, 2025 1,065,284 247,701,463

(1) During the year ended December 31, 2022, the Company sold treasury shares to fund Company contributions to the domestic defined contribution plan.

The related proceeds were $ 22.0 million.

The following table summarizes the dividends declared and paid on common stock:

2024 2023 2022

Cash dividend per share $ 2.86 $ 2.42 $ 2.40

Total dividends (in millions) 723.4 623.7 618.5

Treasury Stock

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Treasury stock purchases (in millions) $ 1,656.4 $ 1,738.8 $ 1,432.0

Treasury stock purchases (shares) 5,200,000 5,600,000 3,350,000

Treasury stock purchases (in shares) 4,800,000 5,200,000 5,600,000

Average price per share $ 345.09 $ 334.38 $ 255.72

Other Capital

During the year ended December 31, 2025, $ 58.9 million was recorded to Other capital related to settlements associated with accelerated treasury stock repurchase agreements.

The following table summarizes the dividends declared and paid on common stock:

2025 2024 2023

Cash dividend per share $ 3.16 $ 2.86 $ 2.42

Total dividends (in millions) 789.8 723.4 623.7

NOTE 13 – DEFINED CONTRIBUTION SAVINGS PLAN

As of December 31, 2025, 42,861 employees contributed to the Company’s defined contribution savings plan, voluntary to all eligible salaried employees and any employee in a group of employees to which coverage has been extended on a non-discriminatory basis by the plan’s Administration Committee.

Participants are allowed to contribute, on a pretax or after-tax basis, up to the lesser of fifty percent of their annual compensation or the maximum dollar amount allowed under the Internal Revenue Code.

Participants are allowed to contribute, on a pre-tax or after-tax basis, up to the lesser of fifty percent of their annual compensation or the maximum dollar amount allowed under the Internal Revenue Code.

The Company matches one hundred percent of all contributions up to six percent of eligible employee contributions.

Such participant contributions may be invested in a variety of investment funds or a Company common stock

fund and may be exchanged between investments as directed by the participant.

In addition to the matching contribution, the Company may elect to make discretionary contributions as permitted in the plan document.

Participant and company contributions may be invested in a variety of investment funds or a Company common stock fund and may be exchanged between investments as directed by the participant.

Participants are permitted to diversify both future and prior Company matching contributions previously allocated to the Company common stock fund into a variety of investment funds.

The Company made contributions to the defined contribution savings plan on behalf of participating employees, representing amounts authorized by employees to be withheld from their earnings, of $ 278.9 million, $ 279.6 million and $ 260.5 million in 2025, 2024 and 2023, respectively.

The Company’s matching contributions to the defined contribution savings plan charged to operations were $ 165.1 million, $ 153.9 million and $ 140.0 million for 2024, 2023 and 2022, respectively.

The Company’s contributions charged to operations related to the defined contribution savings plan were $ 184.2 million, $ 165.1 million and $ 153.9 million for 2025, 2024 and 2023, respectively.

At December 31, 2025, there were 14,886,577 shares of the Company’s common stock being held by the defined contribution savings plan, representing 6.0 % of the total number of voting shares outstanding.

Shares of Company common stock credited to each member’s account under the defined contribution savings plan are voted by the trustee under instructions from each individual plan member.

Shares of Company common stock credited to each participant’s account under the defined contribution savings plan are voted by the trustee under instructions from each individual plan participant.

Shares for which no instructions are received are voted by the trustee in the same proportion as those for which instructions are received.

NOTE 14 – STOCK-BASED COMPENSATION

The 2006 Employee Plan authorizes the Board of Directors, or a committee of the Board of Directors, to issue or transfer up to an aggregate of 71,100,000 shares of common stock, plus any shares relating to awards that expire, are forfeited or canceled.

The Company issues new shares upon exercise of option rights (options) and vesting of restricted stock units (RSUs).

The 2006 Employee Plan permits the granting of options, appreciation rights, restricted stock, RSUs, performance shares and performance units to eligible employees.

At December 31, 2024, no appreciation rights, performance shares or performance units had been granted under the 2006 Employee Plan.

Shares available for future grants under the 2006 Employee Plan were 5,458,273 at December 31, 2024.

The 2006 Stock Plan for Nonemployee Directors (Nonemployee Director Plan) authorizes the Board of Directors, or a committee of the Board of Directors, to issue or transfer up to an aggregate of 600,000 shares of common stock, plus any shares relating to awards that expire, are forfeited or canceled.

The Nonemployee Director Plan permits the granting of options, appreciation rights, restricted stock and RSUs to members of the Board of Directors who are not employees of the Company.

At December 31, 2024, no options or appreciation rights had been granted under the Nonemployee Director Plan.

Shares available for future grants under the Nonemployee Director Plan were 210,675 at December 31, 2024.

At the Annual Meeting of Shareholders on April 16, 2025, the Company’s shareholders approved The Sherwin-Williams Company 2025 Equity and Incentive Compensation Plan (the 2025 Plan).

The 2025 Plan became effective as of the approval date and replaced The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan (Amended and Restated as of October 13, 2023), The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors and The Sherwin-Williams Company 2007 Executive Annual Performance Bonus Plan (Amended and Restated as of October 13, 2023).

The 2025 Plan authorizes the Board of Directors, or a committee of the Board of Directors, to issue or transfer up to the aggregate of 21,969,555 shares of common stock, plus any shares relating to awards that expire, are forfeited or canceled.

The Company will issue new shares upon exercise of option rights (options) and vesting of restricted stock units (RSUs).

The 2025 Plan permits the granting of options, appreciation rights, restricted stock, RSUs, performance shares and performance units to eligible employees and members of the Board of Directors who are not employees of the Company.

Shares available for future grants under the 2025 Plan were 21,067,821 at December 31, 2025.

Now replaced, The Sherwin-Williams Company 2006 Equity and Performance Incentive Plan and The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (collectively, the 2006 Plans) authorized the Board of Directors, or a committee of the Board of Directors, to issue or transfer up to an aggregate of 71,100,000 and 600,000 shares of common stock, plus any shares relating to awards that expired, were forfeited or canceled to eligible employees and members of the Board of Directors who are not employees of the Company, respectively.

While the Company issued shares upon exercise of options and vesting of RSUs, the 2006 Plans permitted the granting of options, appreciation rights, restricted stock, RSUs, performance shares and performance units to eligible employees and options, appreciation rights, restricted stock and RSUs to nonemployee directors.

At December 31, 2025, no appreciation rights, performance shares or performance units had been granted to eligible employees and no options or appreciation rights had been granted to nonemployee directors.

No further grants may be made under the 2006 Plans and all rights granted remain to their terms.

At December 31, 2025, the Company had total unrecognized stock-based compensation expense of $ 173.5 million that is expected to be recognized over a weighted-average period of 1.06 years.

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Expected volatility of stock was calculated using historical and implied volatilities.

Grants of non-qualified and incentive stock options have been awarded to certain officers and key employees under the 2006 Employee Plan.

Grants of non-qualified and incentive stock options have been awarded to certain officers and key employees under the 2006 and 2025 Plans.

The options generally become exercisable to the extent of one-third of the optioned shares for each full year following the date of grant and generally expire ten years after the date of grant.

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Shares Weighted

Exercise Price

Per Share Aggregate

Value Weighted Average Remaining Term

Intrinsic Value Weighted Average Remaining Term

Outstanding at January 1, 2025

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Forfeited ( 62,897 ) 314.19

Expired ( 5,270 ) 202.79

Outstanding at December 31, 2025

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The fair value of each RSU is equal to the market value of a share of the Company’s stock on the grant date.

Grants of time-based RSUs, which generally require three years of continuous employment from the date of grant before vesting and receiving the stock without restriction, have been awarded to certain officers and key employees under the 2006 Employee Plan.

The February 2025, 2024 and 2023 grants of performance-based RSUs vest at the end of a three-year period based on the Company’s achievement of specified financial and operating performance goals relating to earnings per share and return on net assets employed.

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The unrecognized compensation expense is being amortized on a straight-line basis over the vesting period and is expected to be recognized over a weighted-average period of 0.85 years.

Grants of RSUs have been awarded to nonemployee directors under the Nonemployee Director Plan.

Grants of RSUs have been awarded to nonemployee directors under the 2006 and 2025 Plans.

These grants generally vest and stock is received without restriction to the extent of one-third of the RSUs for each year following the date of grant.

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Number of RSUs Weighted Average Grant Date Fair Value Per Share Aggregate

Value Weighted Average Remaining Term

Intrinsic Value Weighted Average Remaining Term

Outstanding at January 1, 2025

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NOTE 15 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The components of AOCI, including the reclassification adjustments for items that were reclassified from AOCI to Net income, are shown below.

The income and (loss) components of AOCI, including the adjustments for items that were reclassified from AOCI to Net income, are shown below.

Foreign Currency Translation Adjustments (1)

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$ ( 719.4 ) $ 59.5 $ 25.5 $ ( 634.4 )

(1) Includes changes in the fair value of cross currency swap contracts of $ 53.6 million, $( 24.9 ) million and $ 34.1 million in 2024, 2023 and 2022, respectively.

(1) Includes changes in the fair value of net investment hedges, net of taxes, of $( 129.2 ) million, $ 53.6 million and $( 24.9 ) million in 2025, 2024 and 2023, respectively.

See Note 16 for further information.

(2) Net of taxes of $ 5.8 million, $( 2.0 ) million and $ 3.1 million in 2025, 2024 and 2023, respectively.

(3) Net of taxes of $ 1.2 million in 2024 and 2023 and $ 1.1 million in 2022.

See Statements of Consolidated Comprehensive Income.

See Note 8 for further information.

(3) Net of taxes of $( 0.2 ) million in 2025 and $ 1.2 million in 2024 and 2023.

See Statements of Consolidated Comprehensive Income and Note 16 for further information.

NOTE 16 – DERIVATIVES AND HEDGING

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dollar to euro cross currency swap contracts with various counterparties to hedge the Company’s net investment in its European operations.

These contracts qualified for and were designated as net investment hedges under US GAAP.

During the term of the contracts, the Company will pay fixed-rate interest in euros and receive fixed-rate interest in U.S.

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dollar denominated fixed-rate debt to euro denominated fixed-rate debt.

The cash flow impact of these net investment hedges is classified as an investing activity in the Statements of Consolidated Cash Flows.

The outstanding contracts as of December 31, 2025 are summarized by maturity date in the table below.

Notional Value Maturity Date

$ 200.0 August 8, 2025

$ 687.7 June 1, 2027

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200.0 August 15, 2028

525.0 August 15, 2029

200.0 September 1, 2031

In August 2025, the Company extended the maturity date of a net investment hedge with a notional value of $ 200.0 million from August 8, 2025 to August 15, 2028.

In August 2024, the Company settled its $ 150.0 million U.S.

dollar to euro cross currency swap contract entered into on March 28, 2023.

dollar to euro net investment hedge contract entered into on March 28, 2023.

In May 2024, the Company settled its $ 500.0 million U.S.

dollar to euro cross currency swap contract entered into on February 13, 2020.

At the time of both of these settlements, an immaterial unrealized loss was recognized in AOCI.

dollar to euro net investment hedge contract entered into on February 13, 2020.

At the time of both of these settlements, an immaterial unrealized loss, net of tax, was recognized in AOCI.

In December 2023, the Company settled its $ 100.0 million U.S.

dollar to euro cross currency swap contract entered into on August 1, 2023.

At the time of settlement, an immaterial unrealized gain was recognized in AOCI.

The following table summarizes the balance sheet location of the cross currency swap contracts.

See Note 17 for additional information on the fair value of these contracts.

dollar to euro net investment hedge contract entered into on August 1, 2023.

At the time of settlement, an immaterial unrealized gain, net of tax, was recognized in AOCI.

The following table summarizes the balance sheet location of the net investment hedge contracts.

See Note 17 for further information on the fair value of these contracts.

December 31, December 31, December 31,

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Other long-term liabilities 122.6 — 12.4

The changes in fair value of the cross currency swap contracts are recognized in the foreign currency translation adjustments component of AOCI.

The following table summarizes the unrealized gains (losses) for the years ended December 31:

The changes in fair value of the net investment hedges are recognized in the foreign currency translation adjustments component of AOCI.

See Note 15 for further information.

The following table summarizes the unrealized (losses) gains, net of taxes, for the years ended December 31:

2025 2024 2023

Gains (losses) $ 71.2 $ ( 33.1 ) $ 45.2

(Losses) gains $ ( 171.5 ) $ 71.2 $ ( 33.1 )

Tax effect 42.3 ( 17.6 ) 8.2

Gains (losses), net of taxes $ 53.6 $ ( 24.9 ) $ 34.1

(Losses) gains, net of taxes $ ( 129.2 ) $ 53.6 $ ( 24.9 )

Cash Flow Hedges

In April 2025, in anticipation of a probable issuance of new long-term fixed rate debt within the next twelve months, the Company entered into a series of interest rate lock contracts with an aggregate notional amount of $ 300.0 million.

The interest rate locks were designated as cash flow hedges with an objective to hedge the variability in the benchmark interest rate (US Treasury).

The interest rate locks settled in July 2025 for a $ 4.7 million gain, net of tax, which was recognized within Other comprehensive income (loss), net of tax in the Statements of Consolidated Comprehensive Income.

Derivatives Not Designated as Hedging Instruments

The Company enters into foreign currency option and forward contracts with maturity dates less than twelve months primarily to hedge against value changes in foreign currency.

The related gains and losses are recorded in Other (income) expense - net.

See Note 19 for further details.

The Company enters into foreign currency option and forward contracts with maturity dates less than twelve months primarily to hedge value changes in foreign currency.

The related gains and losses are recorded in Other expense (income) - net.

See Note 19 for further information.

NOTE 17 – FAIR VALUE MEASUREMENTS

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There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at December 31, 2025, 2024 and 2023.

Except for the acquisition-related fair value measurements and assets held for sale prior to divestiture of the China architectural business described in Note 3 and the reporting unit impairment analysis and trademark quantitative impairment test described in Note 6, there were no assets and liabilities measured at fair value on a nonrecurring basis.

Except for the acquisition-related fair value measurements, assets held for sale prior to the 2023 divestiture of the China architectural business described in Note 3 and the goodwill and trademark quantitative impairment tests described in Note 6, there were no assets or liabilities measured at fair value on a nonrecurring basis.

The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis, categorized using the fair value hierarchy.

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Deferred compensation plan $ 101.0 $ 101.0 $ — $ 98.6 $ 98.6 $ — $ 84.7 $ 84.7 $ —

Qualified replacement plan — — 29.8 29.8

Net investment hedges — — — 48.9 — 48.9 — — —

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The deferred compensation plan assets consist of the investment funds maintained for future payments under the Company’s executive deferred compensation plans, which are structured as rabbi trusts.

The investments are marketable securities accounted for under the Debt and Equity Securities Topic of the ASC.

The investments are marketable securities accounted for under the Debt and Equity Securities Topics of the ASC.

The Level 1 investments are valued using quoted market prices multiplied by the number of shares.

The level 2 investments are valued based on vendor or broker models.

There was $ 7.0 million and $ 6.4 million of deferred compensation plan assets held in partnership funds measured using NAV (or its equivalent) as a practical expedient as of December 31, 2024 and 2023, respectively.

There was $ 7.7 million, $ 7.0 million and $ 6.4 million of deferred compensation plan assets held in partnership funds measured using NAV (or its equivalent) as a practical expedient as of December 31, 2025, December 31, 2024 and December 31, 2023, respectively.

These investments are not classified in the fair value hierarchy.

The cost basis of all investments within the deferred compensation plan and qualified replacement plan was $ 82.7 million, $ 76.3 million and $ 67.2 million at December 31, 2024, 2023 and 2022, respectively.

The qualified replacement plan assets consisted of investment funds maintained for future contributions to the Company’s domestic defined contribution pension plan.

During 2023, the remaining balance was fully utilized to fund the Company’s domestic defined contribution pension plan.

The cost basis of the investment funds was $ 29.8 million at December 31, 2022.

The net investment hedge asset and liability represent the fair value of the cross currency swaps.

The cost basis of all investments within the deferred compensation plan was $ 80.7 million, $ 82.7 million and $ 76.3 million at December 31, 2025, 2024 and 2023, respectively.

The net investment hedges represent the fair value of the cross currency swaps.

See Note 16 for further information.

The fair value is based on a valuation model that uses observable inputs, including interest rate curves and the euro foreign currency rate.

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The fair value of the Company’s non-publicly traded debt is estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

The Company’s publicly traded debt and non-traded debt are classified as level 1 and level 2, respectively, in the fair value hierarchy.

The following table summarizes the carrying amounts and fair values of the Company’s publicly traded debt and non-traded debt.

The Company’s publicly traded debt and non-publicly traded debt are classified as Level 1 and Level 2, respectively, in the fair value hierarchy.

The following table summarizes the carrying amounts and fair values of the Company’s publicly traded debt and non-publicly traded debt.

2025 2024 2023

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Publicly traded debt $ 9,670.7 $ 8,813.7 $ 9,225.8 $ 8,172.8 $ 9,475.8 $ 8,615.1

Non-traded debt 0.2 0.2 0.9 0.8 1.6 1.5

Non-publicly traded debt 0.1 0.1 0.2 0.2 0.9 0.8

NOTE 18 – REVENUE

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As the Reportable Segments are aligned by similar economic factors, trends and customers, this disaggregation best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Approximately 80 % of the Company’s net external sales are in the Company’s North America region (which is comprised of the United States, Canada and the Caribbean region), slightly less than 10 % in the EMEAI region (Europe, Middle East, Africa and India), with the remaining global regions accounting for the residual balance.

Approximately 80 % of the Company’s Net sales are in the North America region (which is comprised of the United States, Canada and the Caribbean region), slightly less than 10 % in the EMEAI region (Europe, Middle East, Africa and India), with the remaining global regions accounting for the residual balance.

No individual country outside of the United States is individually significant.

The Company has made payments or given credits for various incentives at the beginning of a long-term contract where future revenue is expected and before satisfaction of performance obligations.

Under these circumstances, the Company recognizes a contract asset and amortizes these prepayments over the expected benefit life of the long-term contract, typically on a straight-line basis.

Under these circumstances, the Company recognizes a contract asset and amortizes these prepayments as a reduction to Net sales over the expected benefit life of the long-term contract, typically on a straight-line basis.

The majority of variable consideration in the Company’s contracts include volume rebates, discounts and other incentives, where the customer receives a retrospective percentage rebate based on the amount of their purchases.

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The remainder of the transaction price is fixed as agreed upon with the customer, limiting estimation of revenues, including constraints.

Deferred revenue and related amounts recognized as Net sales during the year were not material.

The Company’s Accounts receivable and current and long-term contract assets and liabilities are summarized in the following table.

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The difference between the opening and closing balances of the Company’s contract assets and contract liabilities primarily results from the timing difference between the contractual performance obligation and the associated payment.

Provisions for estimated returns are established and the expected costs continue to be recognized as contra-revenue per ASC 606 when the products are sold.

The Company only offers an assurance type warranty on products sold, and there is no material service to the customer beyond fixing defects that existed at the time of sale and no warranties are sold separately.

Warranty liabilities are excluded from the table above.

Amounts recognized during the year from deferred revenue were not material.

Provisions for estimated returns are recognized as contra-revenue per ASC 606 when products are sold.

The Company records a right of return liability within each of its operations to accrue for expected customer returns.

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Obligations for returns and refunds were not material individually or in the aggregate.

Warranty liabilities are excluded from the table above.

Allowance for Current Expected Credit Losses

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Provisions for environmental matters – net represent initial provisions for site-specific estimated costs of environmental investigation or remediation and increases or decreases to environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued.

Provisions for environmental matters - net for the year ended December 31, 2024 included an immaterial amount of insurance proceeds related to environmental cleanup at a current manufacturing site.

See Note 10 for further details on the Company’s environmental-related activities.

Provisions for environmental matters - net for the years ended December 31, 2024 and 2023 included an immaterial amount of insurance proceeds related to environmental cleanup at a current manufacturing site.

See Note 10 for further information on the Company’s environmental-related activities.

The (gain) loss on sale or disposition of assets represents the net realized (gain) loss associated with the sale or disposal of property, plant and equipment and intangible assets previously used in the conduct of the primary business of the Company.

(Gain) loss on sale or disposition of assets for the year ended December 31, 2024 included an immaterial amount of insurance proceeds related to a current manufacturing site.

Other (Income) Expense - Net

Included in Other (income) expense - net were the following:

(Gain) loss on sale or disposition of assets for the years ended December 31, 2025, 2024 and 2023 included an immaterial amount of insurance proceeds related to previous asset losses at a current manufacturing site.

There were no items within the Other caption that were individually significant at December 31, 2025, 2024 and 2023.

Other Expense (Income) - Net

Included in Other expense (income) - net were the following:

2025 2024 2023

Investment (gains) losses $ ( 16.9 ) $ ( 22.9 ) $ 9.7

Investment gains $ ( 9.9 ) $ ( 16.9 ) $ ( 22.9 )

Loss on extinguishment of debt (see Note 7) — — 12.8

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Foreign currency transaction related losses - net 45.4 3.9 80.5

Miscellaneous pension and benefit (income) expense ( 13.1 ) ( 21.1 ) 4.0

Miscellaneous pension and benefit income ( 13.0 ) ( 13.1 ) ( 21.1 )

Other income ( 30.6 ) ( 69.8 ) ( 48.5 )

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Total $ 20.9 $ ( 44.7 ) $ 65.5

Investment (gains) losses primarily relate to the change in market value of the investments held in the deferred compensation plan.

See Note 17 for additional information on the fair value of these investments.

Investment gains primarily relate to the change in market value of the investments held in the deferred compensation plans.

See Note 17 for further information on the fair value of these investments.

Foreign currency transaction related losses - net include the impact from foreign currency transactions, including from highly inflationary economies such as Argentina and net realized losses from foreign currency option and forward contracts.

See Note 16 for further details regarding these foreign currency contracts.

Miscellaneous pension and benefit (income) expense consists of the non-service components of net periodic pension and benefit cost (credit).

Other income and other expense included items of revenue, gains, expenses and losses that were unrelated to the primary business purpose of the Company.

See Note 16 for further information regarding these foreign currency contracts.

In addition, an immaterial loss was recognized in 2025 from a transaction to convert a foreign currency with limited liquidity to the U.S.

Miscellaneous pension and benefit income consists of the non-service components of Net periodic pension and benefit cost (credit).

See Note 8 for further information.

Other income and Other expense include items of revenue, gains, expenses and losses that were unrelated to the primary business purpose of the Company.

There were no items within Other income or Other expense that were individually significant at December 31, 2025, 2024 and 2023.

NOTE 20 – INCOME TAXES

On July 4, 2025, U.S.

tax reform legislation known as the One Big Beautiful Bill Act (the Tax Act) was signed into law.

Key provisions of the Tax Act relevant to the Company’s operations include immediate expensing of certain domestic capital expenditures and domestic research and development costs, and the ability to accelerate previously capitalized domestic research and development costs beginning in 2025.

Other changes, which are primarily related to U.S.

international tax provisions, begin in 2026.

The Tax Act did not materially change the Company’s effective tax rate for 2025.

The Company has reflected the effects of the Tax Act in the consolidated financial statements for the year ending December 31, 2025, in accordance with the Income Taxes Topic of the ASC.

Significant components of the provisions for income taxes were as follows:

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Total provisions for income taxes $ 769.7 $ 770.4 $ 721.1

A reconciliation of the statutory federal income tax rate to the effective tax rate follows:

2024 2023 2022

The reconciliation of the statutory federal income tax rate to the effective tax rate for the current year in accordance with the adoption of ASU 2023-09 is as follows:

Statutory federal income tax rate $ 701.0 21.0 %

State and local income taxes (1)

Foreign tax effects 41.2 1.2

Effect of cross border tax law ( 6.4 ) ( 0.2 )

Investment vehicles ( 8.7 ) ( 0.3 )

Other ( 8.8 ) ( 0.3 )

Changes in valuation allowances 3.6 0.1

Nontaxable or nondeductible items:

Employee share-based payments ( 50.1 ) ( 1.5 )

Other 1.9 0.1

Changes in unrecognized tax benefits ( 7.2 ) ( 0.2 )

Reported effective tax rate $ 769.7 23.1 %

(1) California, Texas, Illinois, Florida, Pennsylvania, New York, Wisconsin, and New Jersey make up greater than 50% of state and local income taxes.

A reconciliation of the statutory federal income tax rate to the effective tax rate for years prior to the adoption of ASU 2023-09 is as follows:

Statutory federal income tax rate 21.0 % 21.0 %

State and local income taxes 3.2 3.0

Investment vehicles ( 0.5 ) ( 0.5 )

Employee share-based payments ( 2.1 ) ( 1.1 )

Research and development credits ( 0.3 ) ( 0.4 )

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Reported effective tax rate 22.3 % 23.2 %

The decrease in the effective tax rate for 2024 compared to 2023 was primarily related to a more favorable impact from tax benefits related to employee share-based payments.

The increase in the effective tax rate for 2025 compared to 2024 was primarily attributable to less favorable impacts of tax benefits related to employee share-based payments.

The other significant components of the Company’s effective tax rate were consistent year-over-year.

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Foreign 318.9 405.2 292.9

$ 3,451.8 $ 3,109.9 $ 2,573.1

Income before income taxes $ 3,338.2 $ 3,451.8 $ 3,109.9

A summary of total income taxes paid, net of refunds, in accordance with the adoption of ASU 2023-09 for the year ended December 31, 2025, is as follows:

Federal $ 317.8

Foreign 188.2

State and local 86.7

Total income taxes paid, net of refunds $ 592.7

Individual jurisdictions comprising greater than 5% of total income taxes paid, net of refunds, for the year end December 31, 2025 include the U.S.

Federal, Mexico and Brazil for $ 317.8 million, $ 48.3 million and $ 47.5 million, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using the enacted tax rates and laws that are currently in effect.

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024, 2023 and 2022 were as follows:

Significant components of the Company’s deferred tax assets and liabilities were as follows as of December 31:

2025 2024 2023

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Research and development capitalization — 103.9 81.5

Tax loss carryforwards & credits 174.9 137.9 134.4

Other items 162.5 193.1 177.8

Total gross deferred tax assets 1,087.6 1,176.5 1,111.0

Valuation allowance ( 158.0 ) ( 124.5 ) ( 106.6 )

Total deferred tax assets 929.6 1,052.0 1,004.4

Deferred tax liabilities:

Intangible assets and Property, plant and equipment 948.7 1,001.1 973.4

Intangible assets and Property, plant and equipment, net 921.4 948.7 1,001.1

LIFO inventories 130.9 120.5 115.2

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$ 670.8 $ 540.0 $ 606.1

Netted against the Company’s other deferred tax assets were valuation allowances of $ 124.5 million, $ 106.6 million and $ 97.5 million at December 31, 2024, 2023 and 2022, respectively.

The Company has $ 13.5 million of domestic net operating loss carryforwards acquired through acquisitions that have expiration dates through tax year 2037, foreign tax credits of $ 34.9 million that expire in calendar years 2028 through 2034 and foreign net operating losses of $ 339.1 million.

The foreign net

operating losses are related to various jurisdictions that provide for both indefinite carryforward periods and others with carryforward periods that expire between tax years 2024 to 2034.

Netted against the Company’s deferred tax assets were valuation allowances of $ 158.0 million, $ 124.5 million and $ 106.6 million at December 31, 2025, 2024 and 2023, respectively.

The valuation allowances as of December 31, 2025 are primarily related to certain foreign jurisdictions with cumulative losses and U.S foreign tax credits where future projections of foreign source income result in uncertainty regarding recovery.

The Company has $ 12.5 million of domestic net operating loss carryforwards acquired through acquisitions that have expiration dates through tax year 2037, foreign tax credits of $ 54.0 million that expire in tax years 2028 through 2035 and foreign net operating losses of $ 402.6 million.

The foreign net operating losses are related to various jurisdictions that provide for both indefinite carryforward periods and others with carryforward periods that expire between tax years 2026 to 2035.

The Company and its subsidiaries file income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

The Company finalized the IRS audit for the 2013 through 2016 income tax returns in 2023 and paid the related assessments in the fourth quarter of 2023 and first quarter of 2024.

The Company finalized the IRS audit for the 2011 income tax return in 2023 and paid the tax assessment in the second quarter of 2024 and the interest assessment in the third quarter of 2024.

The Company finalized the IRS audit for the 2017 through 2019 income tax returns in the fourth quarter of 2024 and expects to pay the tax and interest assessment in the first quarter of 2025.

The IRS plans to start its next audit cycle of the Company’s 2020 through 2022 income tax returns in 2025.

federal and various state and foreign jurisdictions.

The Company finalized the IRS audit for the 2017 through 2019 income tax returns in the fourth quarter of 2024 and paid the related tax and interest assessments in 2025.

The Company’s 2020 through 2022 income tax returns are currently under IRS audit.

As of December 31, 2025, the federal statute of limitations has not expired for the 2020 through 2025 tax years.

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income tax examinations for the tax years of 2014 through 2025.

In addition, the Company is subject to state and local income tax examinations for the tax years 2017 through 2024.

In addition, the Company is subject to state and local income tax examinations for tax years 2016 through 2025.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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Balance at end of year $ 106.9 $ 99.3 $ 121.8

The decrease in unrecognized tax benefits was primarily related to settlements of federal adjustments with the IRS in the tax years 2017 through 2019.

There were also additions in unrecognized tax benefits related to the reversal of benefits recognized from certain positions taken on current and prior year income tax returns filed in U.S.

The increase in unrecognized tax benefits was primarily related to new positions related to the current year for U.S.

federal and various state jurisdictions.

These additions were partially offset by various positions taken on prior year income tax returns filed in U.S.

and various foreign jurisdictions that were no longer deemed to be at risk.

These additions were partially offset by various positions taken on prior year income tax returns filed for U.S.

federal and various state jurisdictions that were no longer deemed to be at risk or positions reversed due to the lapse of statutes of limitations.

At December 31, 2025, 2024 and 2023, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $ 91.9 million, $ 84.0 million and $ 109.4 million, respectively.

Included in the balance of unrecognized tax benefits at December 31, 2024 is $ 7.9 million related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months.

This amount represents a decrease in unrecognized tax benefits comprised primarily of items related to federal audits of partnership investments and expiring statutes in federal, foreign and state jurisdictions.

The Company classifies all income tax related interest and penalties as income tax expense.

During the year ended December 31, 2024, there was an increase in income tax interest and penalties of $ 7.8 million.

During the years ended December 31, 2023 and 2022, there was an increase in income tax interest and penalties of $ 5.9 million and $ 10.3 million, respectively.

During the years ended December 31, 2025, 2024 and 2023 there was an increase in income tax interest and penalties of $ 5.5 million, $ 7.8 million and $ 5.9 million, respectively.

The Company accrued $ 23.9 million, $ 18.8 million and $ 20.4 million at December 31, 2025, 2024 and 2023, respectively, for the potential payment of interest and penalties.

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The Company reports its segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding the allocation of resources in accordance with the Segment Reporting Topic of the ASC.

The Company has three reportable operating segments:

The Company determined it has three reportable segments:

Paint Stores Group, Consumer Brands Group and Performance Coatings Group (individually, a Reportable Segment and collectively, the Reportable Segments).

Factors considered in determining the three Reportable Segments of the Company include the nature of business activities, the management structure directly accountable to the Company’s Chief Operating Decision Maker (CODM) for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors.

Effective January 1, 2025, management realigned a nonsignificant high-performance flooring business to the Paint Stores Group from the Performance Coatings Group.

Comparative segment information as of December 31, 2024 and 2023 has not been recast for this change.

Factors considered in determining the three Reportable Segments of the Company include the nature of business activities, the management directly accountable to the Company’s Chief Operating Decision Maker (CODM) for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors.

The Company reports all other business activities within the Administrative function.

The Company’s CODM has been identified as the Chair, President and Chief Executive Officer because she has the final authority over performance assessment and resource allocation decisions.

The Company’s CODM has been identified as the Chair, President and Chief Executive Officer because she has final authority over performance assessment and resource allocation decisions.

Because of the diverse operations of the Company, the CODM regularly receives and uses discrete financial information about each Reportable Segment as well as select supplemental financial information about certain divisions, business units or subsidiaries of the Company.

The CODM uses all such financial information for performance assessments and resource allocation decisions.

The CODM uses all such financial information for performance assessments and resource allocation decisions by comparing actual results versus forecasted and historical financial information and discussing observations with the broader leadership team responsible for managing the operations of each Reportable Segment on a monthly basis.

This includes probing inquiries and consideration of relevant internal and external factors to drive meaningful insights and specific actions.

The CODM evaluates the performance of and allocates resources to the Reportable Segments based on Segment profit or loss, which represents the segments’ Income before income taxes.

11 unchanged sentences

Sales and marketing of certain controlled brand and private-label products is performed by a direct sales staff.

The products distributed through third-party customers are intended for resale to the ultimate

end-user of the product.

The products distributed through third-party customers are intended for resale to the ultimate end-user of the product.

The Consumer Brands Group also consisted of 307 company-operated specialty paint stores in Latin America at December 31, 2025.

3 unchanged sentences

The Consumer Brands Group had sales to certain customers that, individually, may be a significant portion of the sales and related profitability of the segment.

During 2024, the segment opened 16 net new stores, consisting of 18 stores opened and 2 stores closed.

In 2023 and 2022, this segment opened (closed) 11 and ( 3 ) net new stores, respectively.

During 2025, the segment opened 13 new stores and closed 40 for a net closure of 27 stores.

In 2024 and 2023, this segment opened 16 and 11 net new stores, respectively.

The Consumer Brands Group also supports the Company’s other businesses around the world with new product research and development, manufacturing, distribution and logistics.

3 unchanged sentences

The Performance Coatings Group develops and sells industrial coatings for wood finishing and general industrial (metal and plastic) applications, automotive refinish, protective and marine coatings, coil coatings, packaging coatings and performance-based resins and colorants worldwide.

This segment licenses certain technology and trade names worldwide, including Sherwin-Williams ® and other controlled brand products which are distributed through the Paint Stores Group, this segment’s 324 company-operated branches and by a direct sales staff and outside sales representatives to retailers, dealers, jobbers, licensees and other third-party distributors.

This segment licenses certain technology and trade names worldwide, including Sherwin-Williams ® and other controlled brand products.

These are distributed through the Paint Stores Group, this segment’s 317 company-operated branches, and by direct sales staff and outside sales representatives to retailers, dealers, jobbers, licensees and other third-party distributors.

The Performance Coatings Group had sales to certain customers that, individually, may be a significant portion of the sales of the segment.

However, the loss of any single customer would not have a material adverse effect on the overall profitability of the segment.

During 2024, the segment added 2 new branches ( no branches were closed).

During 2025, the segment opened 6 branches and closed 13 branches for a net closure of 7 branches.

In 2024 and 2023, this segment added 2 and 5 net new branches, respectively.

In accordance with ASC 280-10-50-9, the Performance Coatings Group as a whole is considered the operating segment, and because it meets the criteria in ASC 280-10-50-10, it is also considered a Reportable Segment.

The Administrative function includes the administrative expenses and assets of the Company’s new global headquarters and research and development center, both currently under construction.

In addition, it includes the operations of a real estate management unit that is responsible for the ownership, management and leasing of non-retail properties held primarily for use by the Company, including the Company’s current global headquarters and research and development center and disposal of idle facilities.

The Administrative function’s remaining assets consist primarily of cash and cash equivalents, investments and deferred pension assets.

The Administrative function includes the administrative expenses and assets of the Company’s new global headquarters and research and development center.

In addition, it includes the operations of a real estate management unit that is responsible for the ownership, management and leasing of non-retail properties held primarily for use by the Company, including the Company’s former and current global headquarters and former research and development center and disposal of idle facilities.

The Administrative function’s remaining assets consist primarily of cash and cash equivalents, investments and noncurrent pension assets.

Also included in the Administrative function was interest expense, interest and investment income, certain expenses related to closed facilities and environmental-related matters and other expenses that were not directly associated with the Reportable Segments.

Sales of this function represented external leasing revenue.

Sales of this function represent external leasing revenue.

The Administrative function did not include any significant foreign operations.

Gains and losses from the sale of property were not a significant operating factor in determining the performance of the Administrative function.

Net external sales of all consolidated foreign subsidiaries were $ 4.426 billion, $ 4.428 billion and $ 4.294 billion for 2024, 2023 and 2022, respectively.

Long-lived assets consisted of Property, plant and equipment, net, Goodwill, Intangible assets, net, Operating lease right-of-use assets, deferred pension assets and Other assets.

Net sales of all consolidated foreign subsidiaries were $ 4.615 billion, $ 4.426 billion and $ 4.428 billion for 2025, 2024 and 2023, respectively.

Long-lived assets consisted of Property, plant and equipment, net, Goodwill, Intangible assets, net, Operating lease right-of-use assets, noncurrent pension assets and Other assets.

The aggregate total of long-lived assets for the Company was $ 19.894 billion, $ 18.231 billion and $ 17.441 billion at December 31, 2025, 2024 and 2023, respectively.

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Non-paint domestic and all international intersegment transfers are primarily accounted for at values comparable to normal unaffiliated customer sales.

All intersegment

transfers are eliminated within the Administrative function.

All intersegment transfers are eliminated within the Administrative function.

In 2023, the absorbed manufactured cost standards utilized for domestic intersegment transfers were established inclusive of forecasted cost reductions from planned initiatives.

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Income before income taxes $ 3,061.5 $ 509.6 $ 942.7 $ ( 1,175.6 ) $ 3,338.2

% to Net sales 22.0 % 19.0 % 15.1 % nm 14.9 %

Percent to Net sales 22.5 % 16.1 % 13.9 % nm 14.2 %

Supplemental Information:

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nm - not meaningful

(1) Other segment items includes Other general (income) expense - net, Interest income and Other (income) expense - net.

(1) Other segment items includes Other general (income) expense - net, Impairment, Interest income and Other expense (income) - net.

See Note 6 for further information on Impairment and Note 19 for further information on Other general (income) expense - net and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

12 unchanged sentences

Income before income taxes $ 2,902.6 $ 589.9 $ 1,027.9 $ ( 1,068.6 ) $ 3,451.8

% to Net sales 22.3 % 9.2 % 14.5 % nm 13.5 %

Percent to Net sales 22.0 % 19.0 % 15.1 % nm 14.9 %

Supplemental Information:

6 unchanged sentences

nm - not meaningful

(1) Other segment items includes Other general (income) expense - net, Impairment, Interest income and Other (income) expense - net.

See Notes 3 and 6 for information on Impairment and Note 19 for information on Other general (income) expense - net and Other (income) expense - net.

(1) Other segment items includes Other general (income) expense - net, Interest income and Other expense (income) - net.

See Note 19 for further information on Other general (income) expense - net and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

12 unchanged sentences

Income before income taxes $ 2,860.8 $ 309.3 $ 991.6 $ ( 1,051.8 ) $ 3,109.9

% to Net sales 19.6 % 9.3 % 10.8 % nm 11.6 %

Percent to Net sales 22.3 % 9.2 % 14.5 % nm 13.5 %

Supplemental Information:

6 unchanged sentences

nm - not meaningful

(1) Other segment items includes Other general (income) expense - net, Impairment, Interest income and Other (income) expense - net.

See Note 6 for information on Impairment and Note 19 for information on Other general (income) expense - net and Other (income) expense - net.

(1) Other segment items includes Other general (income) expense - net, Impairment, Interest income and Other expense (income) - net.

See Notes 3 and 6 for further information on Impairment and Note 19 for further information on Other general (income) expense - net and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data