What changed in this filing

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Item 1. Financial Statements

2026-04-28 compared with 2025-10-28 · 190 added, 393 removed, 561 unchanged (51% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 5,666.9 $ 5,305.7

4 unchanged sentences

Percent to Net sales 34.8 % 33.8 %

Other general (income) expense - net ( 4.7 ) 0.7 10.5 ( 30.9 )

Other general expense - net 6.3 8.9

Interest expense 131.6 103.8

Interest income ( 2.8 ) ( 3.3 )

Other expense (income) - net 2.3 9.5 9.9 ( 30.2 )

Other (income) expense - net ( 4.0 ) 2.9

Income before income taxes 679.8 653.0

10 unchanged sentences

STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (UNAUDITED)

(in millions) Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

(in millions) Three Months Ended

Net income $ 534.7 $ 503.9

Other comprehensive income (loss), net of tax:

Other comprehensive income, net of tax:

Foreign currency translation adjustments (1)

10.4 106.1 293.2 ( 35.8 )

Pension and other postretirement benefit adjustments:

2 unchanged sentences

Unrealized net gains on cash flow hedges:

Amounts recognized in AOCI (3)

Amounts reclassified from AOCI (3)

( 1.1 ) ( 0.9 )

Other comprehensive income (loss), net of tax 7.8 100.7 285.1 ( 51.9 )

Other comprehensive income, net of tax 47.6 102.3

Comprehensive income $ 582.3 $ 606.2

(1) The three months ended September 30, 2025 and 2024 include unrealized gains (losses), net of taxes of $ 11.9 million and $( 31.4 ) million, respectively, related to net investment hedges.

The nine months ended September 30, 2025 and 2024 include unrealized losses, net of taxes of $( 133.4 ) million and $( 7.3 ) million, respectively, related to net investment hedges.

See Note 12 for additional information.

(2) Net of taxes of $ 1.3 million and $ 1.6 million for the three months ended September 30, 2025 and 2024, respectively.

Net of taxes of $ 3.5 million and $ 4.5 million for the nine months ended September 30, 2025 and 2024, respectively.

(3) Net of taxes of $( 0.5 ) million for the three months ended September 30, 2025.

Net of taxes of $( 1.5 ) million for the nine months ended September 30, 2025.

See Note 12 for additional information.

(4) Net of taxes of $ 0.3 million for the three months ended September 30, 2025 and 2024.

Net of taxes of $ 0.9 million for the nine months ended September 30, 2025 and 2024.

(1) The three months ended March 31, 2026 and 2025 include unrealized gains (losses), net of taxes of $ 26.3 million and $( 36.3 ) million, respectively, related to net investment hedges.

See Note 12 for further information.

(2) Net of taxes of $ 0.2 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.

(3) Net of taxes of $ 0.3 million for the three months ended March 31, 2026 and 2025.

See notes to condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions) September 30,

(in millions) March 31,

2026 December 31,

2024 September 30,

2025 March 31,

Current assets:

28 unchanged sentences

246.6 million, 247.7 million and 250.6 million shares outstanding

at September 30, 2025, December 31, 2024 and September 30, 2024, respectively

at March 31, 2026, December 31, 2025 and March 31, 2025, respectively

83.2 83.1 92.6

2 unchanged sentences

Treasury stock, at cost ( 707.8 ) ( 84.3 ) ( 7,361.8 )

Accumulated other comprehensive loss ( 590.1 ) ( 875.2 ) ( 676.2 )

Accumulated other comprehensive income (loss) ( 586.8 ) ( 634.4 ) ( 772.9 )

Total shareholders’ equity 4,431.1 4,598.3 4,130.1

3 unchanged sentences

STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)

(in millions) Nine Months Ended

September 30,

2025 September 30,

(in millions) Three Months Ended

2026 March 31,

Operating Activities

4 unchanged sentences

Amortization of intangible assets 88.5 81.0

Provisions for environmental-related matters - net 0.1 3.1

Deferred income taxes ( 3.2 ) ( 18.7 )

Stock-based compensation expense 29.5 26.6

1 unchanged sentence

Loss (gain) on sale or disposition of assets 1.5 ( 2.1 )

Provisions for environmental-related matters - net 14.1 ( 7.7 )

Other postretirement benefit plan net cost ( 12.5 ) ( 18.2 )

Deferred income taxes 55.4 ( 49.2 )

Other 5.5 2.6

6 unchanged sentences

Capital expenditures ( 138.3 ) ( 189.3 )

Acquisition of businesses, net of cash acquired ( 119.3 ) —

Proceeds from sale of assets — 9.3

Acquisition of business, net of cash acquired — ( 82.4 )

Other ( 32.2 ) ( 44.5 )

2 unchanged sentences

Net increase in short-term borrowings 1,180.9 1,135.8

Proceeds from long-term debt 1,499.2 848.7

Payments of long-term debt ( 350.0 ) ( 250.0 )

Payments for credit facility and debt issuance costs ( 13.6 ) ( 8.6 )

Payments of cash dividends ( 197.1 ) ( 200.4 )

4 unchanged sentences

Net financing cash 47.6 367.2

Effect of exchange rate changes on cash 3.0 ( 0.2 )

Effect of exchange rate changes on cash and cash equivalents ( 6.5 ) ( 0.5 )

Net increase (decrease) in cash and cash equivalents 9.7 ( 10.6 )

1 unchanged sentence

Cash and cash equivalents at end of period $ 216.9 $ 199.8

Supplemental cash flow information

Supplemental information:

Income taxes paid $ 44.2 $ 89.9

8 unchanged sentences

Comprehensive

Income (Loss) Total

Balance at December 31, 2025 $ 83.1 $ 4,204.5 $ 1,029.4 $ ( 84.3 ) $ ( 634.4 ) $ 4,598.3

7 unchanged sentences

Balance at March 31, 2026 $ 83.2 $ 4,275.5 $ 1,367.0 $ ( 707.8 ) $ ( 586.8 ) $ 4,431.1

Net income 754.7 754.7

Other comprehensive income 175.0 175.0

Treasury stock purchased ( 518.5 ) ( 518.5 )

Stock-based compensation activity 0.1 58.7 ( 0.4 ) 58.4

Other adjustments ( 0.9 ) ( 0.9 )

Cash dividends -- $ 0.79 per share

( 197.9 ) ( 197.9 )

Balance at June 30, 2025 $ 92.7 $ 4,680.2 $ 8,106.6 $ ( 7,880.7 ) $ ( 597.9 ) $ 4,400.9

Net income 833.1 833.1

Other comprehensive income 7.8 7.8

Treasury stock purchased ( 668.2 ) ( 668.2 )

Stock-based compensation activity 0.2 98.9 ( 0.3 ) 98.8

Other adjustments ( 51.4 ) ( 51.4 )

Cash dividends -- $ 0.79 per share

( 195.7 ) ( 195.7 )

Balance at September 30, 2025 $ 92.9 $ 4,727.7 $ 8,744.0 $ ( 8,549.2 ) $ ( 590.1 ) $ 4,425.3

(in millions, except per share data) Common

3 unchanged sentences

Comprehensive

Income (Loss) Total

Balance at December 31, 2024 $ 92.5 $ 4,576.2 $ 7,246.3 $ ( 6,988.6 ) $ ( 875.2 ) $ 4,051.2

7 unchanged sentences

Balance at March 31, 2025 $ 92.6 $ 4,622.4 $ 7,549.8 $ ( 7,361.8 ) $ ( 772.9 ) $ 4,130.1

Net income 889.9 889.9

Other comprehensive income ( 71.9 ) ( 71.9 )

Treasury stock purchased ( 434.4 ) ( 434.4 )

Stock-based compensation activity 0.1 44.4 ( 0.2 ) 44.3

Other adjustments ( 1.2 ) ( 1.2 )

Cash dividends -- $ 0.715 per share

( 178.6 ) ( 178.6 )

Balance at June 30, 2024 $ 92.1 $ 4,342.0 $ 6,322.3 $ ( 6,227.7 ) $ ( 776.9 ) $ 3,751.8

Net income 806.2 806.2

Other comprehensive loss 100.7 100.7

Treasury stock purchased ( 448.7 ) ( 448.7 )

Stock-based compensation activity 0.3 130.7 ( 1.1 ) 129.9

Other adjustments ( 1.3 ) ( 1.3 )

Cash dividends -- $ 0.715 per share

( 182.5 ) ( 182.5 )

Balance at September 30, 2024 $ 92.4 $ 4,471.4 $ 6,946.0 $ ( 6,677.5 ) $ ( 676.2 ) $ 4,156.1

See notes to condensed consolidated financial statements.

2 unchanged sentences

(millions of dollars, unless otherwise noted)

Periods ended September 30, 2025 and 2024

Periods ended March 31, 2026 and 2025

NOTE 1 - BASIS OF PRESENTATION

7 unchanged sentences

The Company has historically experienced, and expects to continue to experience, variability in quarterly results.

The results of operations for the three and nine months ended September 30, 2025 are not indicative of the results to be expected for the full year as business is seasonal in nature with the majority of Net sales for the reportable segments traditionally occurring during the second and third quarters.

The results of operations for the three months ended March 31, 2026 are not indicative of the results to be expected for the full year as business is seasonal in nature with the majority of Net sales for the reportable segments traditionally occurring during the second and third quarters.

However, periods of economic uncertainty can alter the Company’s seasonal patterns.

Since December 31, 2024, a ccounting estimates were revised as necessary during the first nine months of 2025 based on new information and changes in facts and circumstances.

Since December 31, 2025, a ccounting estimates were revised as necessary during the first three months of 2026 based on new information and changes in facts and circumstances.

The following represents updates to certain significant accounting policy disclosures.

2 unchanged sentences

As part of our strategy to manage working capital, we have entered into agreements with various financial institutions that act as intermediaries between the Company and certain suppliers.

Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $ 228.4 million, $ 215.7 million and $ 255.2 million at September 30, 2025, December 31, 2024 and September 30, 2024, respectively.

Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $ 216.1 million, $ 206.1 million and $ 211.5 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Non-Traded Investments

1 unchanged sentence

affordable housing, historic renovation and other real estate investments (Non-Traded Investments) that have been identified as variable interest entities which qualify for certain tax credits and other tax benefits.

Since the Company does not have the power to direct the day-to-day operations of the Non-Traded Investments and the risk of loss is limited to the amount of contributed capital, the Company is not considered the primary beneficiary.

Therefore, in accordance with the Consolidation Topic of the Accounting Standards Codification (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 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.

The Company is not considered the primary beneficiary of these investments and as such, the Non-Traded Investments are not consolidated.

Activity is recorded based on the proportional amortization method.

Both the amortization and related tax credits and other tax benefits are recognized in Income tax expense on the Statements of Consolidated Income.

Three Months Ended Nine Months Ended

September 30, September 30, September 30, September 30,

2025 2024 2025 2024

Three Months Ended

March 31, March 31,

Amortization of Non-Traded Investments $ 31.4 $ 28.7

4 unchanged sentences

On the Statements of Condensed Consolidated Cash Flows, the tax credits and other tax benefits are presented as a Change in working capital accounts - net and in Deferred income taxes within Operating activities.

Tax credits and other tax benefits reduced Accrued taxes by $ 93.2 million, $ 104.9 million and $ 75.2 million at September 30, 2025, December 31, 2024 and September 30, 2024, respectively.

Tax credits and other tax benefits reduced Accrued taxes by $ 35.6 million, $ 128.3 million and $ 31.5 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

The following table summarizes the balances related to Non-Traded Investments and related tax credits and other tax benefits on the Consolidated Balance Sheets:

September 30, December 31, September 30,

March 31, December 31, March 31,

2026 2025 2025

3 unchanged sentences

Net deferred income tax asset 4.4 2.6 13.8

Reclassifications

Certain amounts in the condensed consolidated financial statements for 2025 have been reclassified to conform to the 2026 presentation.

NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

14 unchanged sentences

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

In December 2023, the 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.

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 and will expand the Company’s annual income tax disclosures, but will not affect the Company’s financial position, results of operations or cash flows.

NOTE 3 - ACQUISITIONS

Closed in Current Year

Closed in prior 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.

During the first quarter of 2026, the Company adjusted the purchase price allocation primarily to reflect an increase in Property, plant and equipment of $ 48.1 million, a decrease in Goodwill of $ 29.7 million and a decrease in finite-lived intangibles of $ 17.3 million.

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.

4 unchanged sentences

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 Prior Year

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.

The Company finalized the purchase price allocation for the acquisition during the third quarter of 2025.

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

Subsequent Event

In October 2025, the Company completed the acquisition of BASF SE’s Brazilian decorative paints business (Suvinil) which is a leading provider of architectural paints in Brazil with annual sales of approximately $ 525 million.

Suvinil 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 will be reported within the Company’s Consumer Brands Group.

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 during the first quarter of 2026.

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

The purchase price of $ 1.150 billion was funded with cash predominantly through a delayed draw term loan (DDTL) in September 2025.

The proceeds from the draw were received and, as of September 30, 2025, are recognized in Other assets in the Administrative function as the funds were on deposit in advance of closing the Suvinil acquisition.

The cash outflow for the deposit is presented in Other investing activities on the Statements of Condensed Consolidated Cash Flows for the nine months ended September 30, 2025.

See Note 6 for additional information on the DDTL.

NOTE 4 - INVENTORIES

Included in Inventories were the following:

September 30, December 31, September 30,

March 31, December 31, March 31,

2026 2025 2025

9 unchanged sentences

Included in Property, plant and equipment, net were the following:

September 30, December 31, September 30,

March 31, December 31, March 31,

2026 2025 2025

9 unchanged sentences

The following table summarizes the Company’s outstanding debt:

September 30, December 31, September 30,

March 31, December 31, March 31,

2026 2025 2025

4 unchanged sentences

The Company’s long-term debt primarily consists of senior notes.

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 the 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.

The Company is in compliance with these and all other covenants related to the senior notes as of September 30, 2025.

During the first quarter of 2025, the Company repaid the principal of $ 250.0 million related to the Company’s 3.3 % senior notes due February 1, 2025 using commercial paper.

In January 2026, the Company repaid the principal of $ 350.0 million related to the Company’s 3.95 % senior notes using commercial paper.

For further details on the Company’s long-term debt, see Note 7 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Short-Term Borrowings

In August 2025, the Company amended its existing revolving credit agreement dated July 31, 2024 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 DDTL credit agreement which provided for a $ 750.0 million US dollar-denominated senior unsecured delayed draw term loan (USD DDTL) and € 250.0 million Euro-denominated senior unsecured delayed draw term loan (EUR DDTL) tranches 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 additional information on the acquisition of Suvinil.

In March 2025, the Company amended its credit agreement dated August 2, 2021, as amended, to extend the maturity of $ 75.0 million of the commitments available for borrowing and issuing letters of credit under the credit agreement from June 20, 2025 to June 20, 2030.

In February 2026, the Company amended its credit agreement dated November 17, 2025, as amended, to extend the maturity of $ 75.0 million of commitments available for borrowing and issuing letters of credit under the credit agreement from June 20, 2026 to December 20, 2030.

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

At September 30, 2025, the Company had unused capacity under its various credit agreements of $ 3.131 billion.

At March 31, 2026, the Company had unused capacity under its various credit agreements of $ 2.443 billion.

The following table summarizes the Company’s short-term borrowings:

September 30, December 31, September 30,

March 31, December 31, March 31,

2026 2025 2025

Domestic commercial paper $ 1,487.3 $ 281.4 $ 1,782.2

USD DDTL 750.0 — —

USD delayed draw term loan (DDTL) 600.0 625.0 —

EUR DDTL 288.8 293.6 —

6 unchanged sentences

NOTE 7 - PENSION AND OTHER POSTRETIREMENT BENEFITS

The following table summarizes the components of the Company’s net periodic pension and benefit (credit) cost for domestic and foreign defined benefit pension plans and other postretirement benefits:

The following table summarizes the components of the Company’s net periodic pension and benefit (credit) cost for domestic and foreign defined benefit pension plans and domestic other postretirement benefits:

Defined Benefit

1 unchanged sentence

Defined Benefit

Pension Plans Other

Pension Plans Domestic Other

Postretirement

2026 2025 2026 2025 2026 2025

Three Months Ended September 30:

Service cost $ 0.7 $ 0.9 $ 1.1 $ 1.2 $ 0.1 $ 0.1

Interest cost 1.3 1.3 3.1 3.0 1.7 1.7

Expected return on assets ( 2.4 ) ( 2.0 ) ( 2.6 ) ( 2.8 ) — —

Amortization of prior service cost (credit) 0.5 0.4 — — ( 3.6 ) ( 6.0 )

Amortization of actuarial gains ( 0.5 ) ( 0.1 ) ( 0.3 ) ( 0.3 ) ( 0.6 ) ( 0.1 )

Net periodic pension and benefit (credit) cost $ ( 0.4 ) $ 0.5 $ 1.3 $ 1.1 $ ( 2.4 ) $ ( 4.3 )

Nine Months Ended September 30:

Three Months Ended March 31:

Service cost $ 0.7 $ 0.7 $ 1.3 $ 1.1 $ — $ 0.1

5 unchanged sentences

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

All other components are recorded in Other expense (income) - net.

All other components are recorded in Other (income) expense - net.

For further details on the Company’s pension and other postretirement benefits, see Note 8 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

13 unchanged sentences

The Company routinely assesses its potential liability for investigation and remediation-related activities and adjusts its environmental-related accruals as information becomes available, including as a result of sites progressing through investigation and remediation-related activities, upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued.

At September 30, 2025 and 2024, the Company had accruals reported on the Consolidated Balance Sheets as Other long-term liabilities of $ 218.8 million and $ 209.8 million, respectively.

Estimated costs of current investigation and remediation activities of $ 65.0 million and $ 93.6 million are included in Other accruals at September 30, 2025 and 2024, respectively.

At March 31, 2026 and 2025, the Company had accruals reported on the Consolidated Balance Sheets as Other long-term liabilities of $ 217.4 million and $ 223.8 million, respectively.

Estimated costs of current investigation and remediation activities of $ 52.7 million and $ 65.9 million are included in Other accruals on the Consolidated Balance Sheets at March 31, 2026 and 2025, respectively.

Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the number and financial condition of parties involved with respect to any given site, the volumetric contribution which may be attributed to the Company relative to that attributed to other parties, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site.

If the Company’s future loss contingency is ultimately determined to be at the unaccrued maximum of the estimated range of possible outcomes for every site for which costs can be reasonably estimated, the Company’s accrual for environmental-related activities would be $ 88.6 million higher than the minimum accruals at September 30, 2025.

If the Company’s future loss contingency is ultimately determined to be at the unaccrued maximum of the estimated range of possible outcomes for every site for which costs can be reasonably estimated, the Company’s accrual for environmental-related activities would be $ 78.6 million higher than the minimum accruals at March 31, 2026.

Additionally, costs for environmental-related activities may not be reasonably estimable at early stages of investigation and therefore would not be included in the unaccrued maximum amount.

Four of the Company’s currently and formerly owned manufacturing sites (Major Sites) account for the majority of the accrual for environmental-related activities and the unaccrued maximum of the estimated range of possible outcomes at September 30, 2025.

At September 30, 2025, $ 239.6 million, or 84.7 % of the total accrual, related directly to the Major Sites.

In the aggregate unaccrued maximum of $ 88.6 million at September 30, 2025, $ 66.3 million, or 74.9 %, related to the Major Sites.

At March 31, 2026, $ 227.6 million, or 84.6 % of the total accrual, related directly to the Major Sites.

In the aggregate unaccrued maximum of $ 78.6 million at March 31, 2026, $ 56.2 million, or 71.5 %, 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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(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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Unasserted claims could have a material effect on the Company’s loss contingency as more information becomes available over time.

At September 30, 2025 , the Company did not have material loss contingency accruals related to unasserted claims.

At March 31, 2026 , the Company did not have material loss contingency accruals related to unasserted claims.

Management does not expect that a material portion of unrecognized loss contingencies will be recoverable through insurance, indemnification agreements or other sources.

9 unchanged sentences

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

See Note 10 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

See Note 10 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional information.

Real Estate Financing

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 partially-constructed new global headquarters.

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

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

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

Three Months Ended Nine Months Ended

September 30, September 30, September 30, September 30,

2025 2024 2025 2024

Proceeds received $ — $ 50.4 $ 40.9 $ 211.9

Capitalized interest (1)

9.5 12.1 37.2 32.3

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

September 30, December 31, September 30,

The Company received $ 40.9 million of final proceeds for the new global headquarters for a total of $ 800 million and capitalized $ 13.6 million of related interest within Property, plant and equipment, net in the Consolidated Balance Sheets in the first quarter of 2025.

The following table summarizes the corresponding liabilities recognized in the Consolidated Balance Sheets.

March 31, December 31, March 31,

2026 2025 2025

6 unchanged sentences

(2) The long-term portion of the liability is recorded in Other long-term liabilities.

See Note 10 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for more information concerning real estate financing.

See Note 10 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for more information concerning real estate financing.

NOTE 9 - 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.

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 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 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.

During the third quarter of 2025, the Company made its last payment in the court-approved agreement related to the California Proceedings, identified in the Public Nuisance Claim Litigation section, and accordingly there is no remaining accrual recorded for this matter as of September 30, 2025.

For the remaining lead pigment and lead-based paint 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.

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.

Due to the uncertainties associated with the amount of any such liability and/or the nature of

any other remedy which may be imposed in litigation, any potential liability determined to be attributable to the Company arising out of such litigation may have a material adverse effect on the Company’s results of operations, liquidity or financial condition.

Due to the uncertainties associated with the amount of any such liability and/or the nature of any other remedy which may be imposed in litigation, any potential liability determined to be attributable to the Company arising out of such litigation may have a material adverse effect on the Company’s results of operations, liquidity or financial condition.

An estimate of the potential impact on the Company’s results of operations, cash flow, liquidity or financial condition cannot be made due to the aforementioned uncertainties.

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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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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.

On November 8, 2024, the district court granted in part and denied in part defendants’ motions to dismiss the amended complaints, dismissing the second cause of action for general negligence and plaintiffs’ abatement allegations, but otherwise permitting the case to proceed.

On December 6, 2024, the Company and some of the other defendants filed a third-party

complaint against NL Industries, Inc.

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 the Gibson and Valoe plaintiffs resided.

On January 30, 2025, the district 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, to which the Company filed oppositions.

On September 4, 2025, the district court denied all of the motions to dismiss that were filed by the owners and landlords.

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.

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.

On April 6, 2026, the federal court granted the defendants’ unopposed motion to stay all proceedings in the Valoe case and vacated all case deadlines pending the resolution of certain issues raised by opposing counsel related to one of the plaintiffs.

In the Gibson case, the parties are conducting discovery, and discovery is scheduled to be completed by December 15, 2026.

In the Beal case, which is pending in state court, 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.

The plaintiff previously had sued her landlords.

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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.

On April 27, 2026, the Company and some of the other manufacturing defendants filed a motion for partial summary judgment against the plaintiff.

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 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.

On July 16, 2025, the federal court held a hearing on the Company’s motion and denied the motion without prejudice.

In the state court case, there is an ongoing discovery dispute that remains pending between the Company and the NJ DEP.

The state court has set a trial date of February 23, 2026.

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 a new trial date has not yet been scheduled.

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.

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

The Company intends to vigorously defend itself.

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 10 - SHAREHOLDERS’ EQUITY

5 unchanged sentences

First Quarter $ 0.80 $ 197.1 $ 0.79 $ 200.4

Second Quarter 0.79 197.9 0.715 178.6

Third Quarter 0.79 195.7 0.715 182.5

Total $ 2.37 $ 594.0 $ 2.145 $ 543.6

Treasury Stock

The Company acquires its common stock for general corporate purposes through its publicly announced share repurchase program.

As of September 30, 2025, the Company had remaining authorization from its Board of Directors to purchase 30.0 million shares of its common stock.

The table below summarizes share repurchases:

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

As of March 31, 2026, the Company had remaining authorization from its Board of Directors to purchase 28.0 million shares of its common stock.

The table below summarizes the Company’s share repurchase activity:

Three Months Ended

Treasury stock purchases (in millions) $ 575.6 $ 351.7

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Other Capital

During the nine months ended September 30, 2025, 943,013 stock options were exercised at a weighted average price per share of $ 126.99 .

175,578 restricted stock units vested during the same period.

In addition, $ 58.9 million was recorded to Other capital related to settlements associated with accelerated treasury stock repurchase agreements during the nine months ended September 30, 2025.

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 (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 .

During the three months ended March 31, 2026, 317,573 stock options were exercised at a weighted average exercise price per share of $ 151.45 .

In addition, 345,759 restricted stock units vested during the same period.

NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Adjustments Pension and

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

Adjustments (1)

Postretirement

Adjustments Unrealized

Adjustments (2)

Balance at December 31, 2025 $ ( 719.4 ) $ 59.5 $ 25.5 $ ( 634.4 )

Amounts recognized in AOCI 49.6 — — 49.6

293.2 — 4.7 297.9

Amounts reclassified from AOCI — ( 0.9 ) ( 1.1 ) ( 2.0 )

— ( 10.0 ) ( 2.8 ) ( 12.8 )

Balance at September 30, 2025 $ ( 679.7 ) $ 63.1 $ 26.5 $ ( 590.1 )

(1) Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $( 133.4 ) million, net of taxes during the nine months ended September 30, 2025.

(2) Unrealized net gains on cash flow hedges are net of taxes of $( 1.5 ) million for the nine months ended September 30, 2025.

(3) Pension and other postretirement benefits adjustments are net of taxes of $ 3.5 million for the nine months ended September 30, 2025.

(4) Unrealized net gains on cash flow hedges are net of taxes of $ 0.9 million for the nine months ended September 30, 2025.

See Statements of Consolidated Comprehensive Income.

Adjustments Pension and

Balance at March 31, 2026 $ ( 669.8 ) $ 58.6 $ 24.4 $ ( 586.8 )

(1) Includes changes in the fair value of net investment hedges, net of taxes, of $ 26.3 million, for the three months ended March 31, 2026.

See Note 12 for further information.

(2) Net of taxes of $ 0.2 million for the three months ended March 31, 2026.

See Note 7 for further information.

(3) Net of taxes of $ 0.3 million for the three months ended March 31, 2026.

Adjustments (1)

Postretirement

Adjustments Unrealized

Adjustments (2)

Balance at December 31, 2024 $ ( 972.9 ) $ 73.1 $ 24.6 $ ( 875.2 )

Amounts recognized in AOCI 106.6 — — 106.6

( 35.8 ) — — ( 35.8 )

Amounts reclassified from AOCI — ( 3.4 ) ( 0.9 ) ( 4.3 )

— ( 13.4 ) ( 2.7 ) ( 16.1 )

Balance at September 30, 2024 $ ( 752.7 ) $ 50.9 $ 25.6 $ ( 676.2 )

(1) Foreign currency translation adjustments include changes in the fair value of cross currency swap contracts of $( 7.3 ) million, net of taxes during the nine months ended September 30, 2024.

(2) Pension and other postretirement benefits adjustments are net of taxes of $ 4.5 million for the nine months ended September 30, 2024.

(3) Unrealized net gains on cash flow hedges are net of taxes of $ 0.9 million for the nine months ended September 30, 2024.

See Statements of Consolidated Comprehensive Income.

Balance at March 31, 2025 $ ( 866.3 ) $ 69.7 $ 23.7 $ ( 772.9 )

(1) Includes changes in the fair value of net investment hedges, net of taxes, of $( 36.3 ) million, for the three months ended March 31, 2025.

See Note 12 for further information.

(2) Net of taxes of $ 1.1 million for the three months ended March 31, 2025.

See Note 7 for further information.

(3) Net of taxes of $ 0.3 million for the three months ended March 31, 2025.

NOTE 12 - DERIVATIVES AND HEDGING

2 unchanged sentences

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 outstanding contracts as of September 30, 2025 are summarized by maturity date in the table below.

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

The outstanding contracts as of March 31, 2026 are summarized by maturity date in the table below.

Notional Value Maturity Date

4 unchanged sentences

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.

The following table summarizes the location of the cross currency swap contracts on the Consolidated Balance Sheets.

See Note 13 for additional information on the fair value of these contracts.

September 30, December 31, September 30,

The following table summarizes the location of the net investment hedges on the Consolidated Balance Sheets.

See Note 13 for further information on the fair value of these contracts.

March 31, December 31, March 31,

2026 2025 2025

1 unchanged sentence

Other assets — — 3.3

Other accruals — — 4.5

Other long-term liabilities 87.7 122.6 3.6

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):

Three Months Ended Nine Months Ended

September 30, September 30, September 30, September 30,

2025 2024 2025 2024

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

See Note 11 for further information.

The following table summarizes gains (losses), net of taxes:

Three Months Ended

March 31, March 31,

Gains (losses) $ 34.9 $ ( 48.2 )

2 unchanged sentences

$ 26.3 $ ( 36.3 )

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 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 in 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 expense (income) - net.

See Note 15 for further details.

There were no material foreign currency option and forward contracts outstanding at September 30, 2025, December 31, 2024 and September 30, 2024.

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

See Note 15 for further information.

NOTE 13 - FAIR VALUE MEASUREMENTS

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Significant unobservable inputs

There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at September 30, 2025, December 31, 2024 and September 30, 2024.

There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at March 31, 2026, December 31, 2025 and March 31, 2025.

Except for the acquisition related fair value measurements described in Note 3, there were no assets and liabilities measured at fair value on a nonrecurring basis.

The following table presents the Company’s financial assets that are measured at fair value on a recurring basis, categorized using the fair value hierarchy.

September 30, 2025 December 31, 2024 September 30, 2024

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

March 31, 2026 December 31, 2025 March 31, 2025

Total Level 1 Level 2 Total Level 1 Level 2 Total Level 1 Level 2

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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.

There was $ 7.3 million, $ 7.0 million and $ 6.8 million of deferred compensation plan assets held in partnership funds measured using net asset value (or its equivalent) as a practical expedient as of September 30, 2025, December 31, 2024 and September 30, 2024, respectively.

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

There were $ 7.7 million, $ 7.7 million and $ 6.9 million of deferred compensation plan assets held in partnership funds measured using net asset value (or its equivalent) as a practical expedient as of March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

These investments are not classified in the fair value hierarchy.

The cost basis of all investments within the deferred compensation plan was $ 77.4 million, $ 82.7 million and $ 78.6 million at September 30, 2025, December 31, 2024 and September 30, 2024, respectively.

The cost basis of all investments within the deferred compensation plan was $ 75.6 million, $ 80.7 million and $ 84.8 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

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

See Note 12 for further details.

See Note 12 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 following table summarizes the carrying amounts and fair values of the Company’s publicly traded debt and non-publicly traded debt.

September 30, 2025 December 31, 2024 September 30, 2024

March 31, 2026 December 31, 2025 March 31, 2025

Value Carrying

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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 country outside of the United States is individually significant.

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.

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

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

Deferred revenue and related amounts recognized as Net sales during the first three months of 2026 were not material.

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

Accounts Receivable,

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accruals Other long-term

Balance at March 31, 2025 $ 2,813.1 $ 82.7 $ 234.1 $ 245.8 $ 15.0

Balance at December 31, 2025 2,791.2 73.3 227.7 427.3 10.3

Balance at September 30, 2025 3,122.3 74.1 236.4 361.6 11.8

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.

Balance at March 31, 2026 3,192.1 117.1 208.8 294.5 9.2

The difference between the opening December 31, 2025 and closing March 31, 2026 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 recognized as contra-revenue per ASC 606 when the products are sold.

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

1 unchanged sentence

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

Accounts receivable are recorded at the time of credit sales, net of an allowance for current expected credit losses.

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

Under ASC 326, the Company reviews the collectability 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.

The following table summarizes the movement in the Company’s allowance for current expected credit losses:

Nine Months Ended

September 30,

Three Months Ended

Beginning balance $ 62.5 $ 60.4

2 unchanged sentences

Ending balance $ 74.8 $ 68.4

For further information on the Company’s allowance for current expected credit loss, see Note 1 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 .

NOTE 15 - OTHER (INCOME) EXPENSE

Other general (income) expense - net

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

Other general expense - net

Included in Other general expense - net were the following:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Provisions for environmental matters - net $ 0.1 $ 3.1

1 unchanged sentence

Other 8.1 7.9

Other general (income) expense - net $ ( 4.7 ) $ 0.7 $ 10.5 $ ( 30.9 )

Total $ 6.3 $ 8.9

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 nine months ended September 30, 2024 included an immaterial amount of insurance proceeds related to environmental cleanup at a current manufacturing site.

See Note 8 for further details on the Company’s environmental-related activities.

Gain on sale or disposition of assets represents the net gains 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, and also includes insurance recoveries related to previous asset losses at a current manufacturing site.

See Note 8 for further information on the Company’s environmental-related activities.

Gain on sale or disposition of assets represents the net realized gains associated with the sale or disposal of property, plant and equipment, intangible assets and leases previously used in the conduct of the primary business of the Company.

There were no items within the Other caption that were individually significant.

Other expense (income) - net

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

Other (income) expense - net

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net investment losses (gains) $ 3.9 $ ( 1.9 ) $ ( 5.6 ) $ ( 10.8 )

Net expense from banking activities 4.1 3.6 12.2 11.3

Foreign currency transaction related losses - net 6.6 6.8 29.7 9.8

Miscellaneous pension and benefit income ( 3.4 ) ( 4.9 ) ( 10.2 ) ( 14.7 )

Investment losses (gains) $ 3.3 $ ( 3.2 )

Foreign currency transaction related (gains) losses - net ( 5.8 ) 10.0

Miscellaneous pension and benefit expense (income) 0.1 ( 3.4 )

Other income ( 1.6 ) ( 10.4 )

Other expense — 9.9

Other expense (income) - net $ 2.3 $ 9.5 $ 9.9 $ ( 30.2 )

Net investment losses (gains) primarily relate to the change in market value of the investments held in the deferred compensation plans.

The nine months ended September 30, 2024 also included the change in market value related to bonds issued by a foreign government.

See Note 13 for further details 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 12 for further details regarding these foreign currency contracts.

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

See Note 7 for further details.

Total $ ( 4.0 ) $ 2.9

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

See Note 13 for further information on the fair value of these investments.

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

See Note 12 for further information regarding these foreign currency contracts.

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

See Note 7 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 the Other income or Other expense captions that were individually significant .

There were no items within Other income or Other expense that were individually significant.

NOTE 16 - INCOME TAXES

The effective tax rate was 21.4 % and 22.5 % for the third quarter and first nine months of 2025, respectively, compared to 21.2 % and 22.4 % for the third quarter and first nine months of 2024.

The effective tax rate was essentially flat for the first nine months of 2025 when compared to the same period last year.

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

The effective tax rate was 21.3 % for the first quarter of 2026, compared to 22.8 % for the first quarter of 2025.

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

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

At December 31, 2025, the Company had $ 106.9 million in unrecognized tax benefits, the recognition of which would have an effect of $ 91.9 million on the effective tax rate.

Included in the balance of unrecognized tax benefits at December 31, 2024 was $ 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.

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

At December 31, 2025, the Company had accrued $ 23.9 million for the potential payment of income tax interest and penalties.

There were no significant changes to any of the balances of unrecognized tax benefits at December 31, 2024 during the first nine months of 2025.

There were no significant changes to any of the balances of unrecognized tax benefits at December 31, 2025 during the first three months of 2026.

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 2017 through 2019 income tax returns in the fourth quarter of 2024 and paid the tax assessment in the first quarter of 2025.

The Company paid the related interest assessment in the second quarter of 2025.

The IRS is currently auditing the Company’s 2020 through 2022 income tax returns.

As of September 30, 2025, the federal statute of limitations has not expired for the 2020 through 2024 tax years.

At September 30, 2025, the Company is subject to non-U.S.

income tax examinations for the tax years of 2014 through 2024.

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

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 expense beginning in 2025 and changes to various U.S.

international tax provisions going forward.

The Company does not anticipate the Tax Act will materially change its effective tax rate for 2025, however, the Company is continuing to evaluate the full impact of the Tax Act on the condensed consolidated financial statements as further information becomes available.

The Company has reflected the effects of the Tax Act in the condensed consolidated financial statements for the quarter ending September 30, 2025, in accordance with the Income Taxes Topic of the ASC.

As of March 31, 2026, the federal statute of limitations has not expired for the 2020 through 2025 tax years.

At March 31, 2026, the Company is subject to non-U.S.

income tax examinations for the 2014 through 2025 tax years.

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

NOTE 17 - NET INCOME PER SHARE

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 534.7 $ 503.9

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Stock options and other contingently issuable shares (1)

2.8 3.3 2.9 3.2

Weighted average shares outstanding assuming dilution 248.1 252.5

Diluted net income per share $ 2.15 $ 2.00

(1) There were 1.0 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and nine months ended September 30, 2025, respectively.

There were 0.1 million of stock options and other contingently issuable shares excluded due to their anti-dilutive effect for the three and nine months ended September 30, 2024.

(1) Stock options and other contingently issuable shares excludes 1.8 million and 1.0 million shares at March 31, 2026 and 2025, respectively, due to their anti-dilutive effect.

NOTE 18 - REPORTABLE SEGMENT INFORMATION

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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 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.

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 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.

The accounting policies of the Reportable Segments are the same as those described in Note 1.

Refer to Note 22 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for further details on the Company’s Reportable Segments.

Three Months Ended September 30, 2025

In the reportable segment financial information, segment profit represents each segment’s Income before income taxes.

Three Months Ended March 31, 2026

Group Consumer

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Income before income taxes $ 558.8 $ 197.2 $ 232.4 $ ( 308.6 ) $ 679.8

% to Net sales 24.9 % 20.4 % 13.7 % nm 16.7 %

Percent to Net sales 18.3 % 21.7 % 13.6 % nm 12.0 %

Supplemental Information:

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nm - not meaningful

(1) Other segment items includes Other general (income) expense - net, Interest income and Other expense (income) - net.

(1) Other segment items includes Other general expense - net, Interest income and Other (income) expense - net.

See Note 15 for further information.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded within Selling, general and administrative expenses.

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Group Consumer

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Income before income taxes $ 541.2 $ 131.9 $ 212.7 $ ( 232.8 ) $ 653.0

% to Net Sales 24.5 % 20.9 % 15.1 % nm 16.6 %

Supplemental Information:

Capital expenditures $ 33.7 $ 65.6 $ 9.9 $ 126.1 $ 235.3

Depreciation (2)

21.7 42.7 3.5 6.5 74.4

Amortization (3)

0.2 16.6 64.1 0.3 81.2

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(1) Other segment items includes Other general (income) expense - net, Interest income and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded within Selling, general and administrative expenses.

Nine Months Ended September 30, 2025

Group Consumer

Group Performance

Group Administrative Consolidated

Net sales $ 10,478.8 $ 2,341.7 $ 5,153.1 $ 4.8 $ 17,978.4

Intersegment transfers — 4,151.9 19.4 ( 4,171.3 ) —

Total net sales and intersegment transfers 10,478.8 6,493.6 5,172.5 ( 4,166.5 ) 17,978.4

Cost of goods sold 4,620.9 5,377.5 3,374.9 ( 4,197.8 ) 9,175.5

Selling, general and administrative expenses 3,456.2 648.6 1,087.8 565.6 5,758.2

Interest expense — — — 333.4 333.4

Other segment items (1)

( 10.3 ) 14.1 11.7 ( 3.4 ) 12.1

Income before income taxes $ 2,412.0 $ 453.4 $ 698.1 $ ( 864.3 ) $ 2,699.2

% to Net sales 23.0 % 19.4 % 13.5 % nm 15.0 %

Supplemental Information:

Capital expenditures $ 92.8 $ 190.9 $ 37.9 $ 245.6 $ 567.2

Depreciation (2)

67.3 133.6 13.8 27.3 242.0

Amortization (3)

3.2 50.8 193.8 0.7 248.5

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(1) Other segment items includes Other general (income) expense - net, Interest income and Other expense (income) - net.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded within Selling, general and administrative expenses.

Nine Months Ended September 30, 2024

Group Consumer

Group Performance

Group Administrative Consolidated

Net sales $ 10,143.1 $ 2,445.8 $ 5,208.3 $ 4.1 $ 17,801.3

Intersegment transfers — 4,073.9 50.2 ( 4,124.1 ) —

Total net sales and intersegment transfers 10,143.1 6,519.7 5,258.5 ( 4,120.0 ) 17,801.3

Cost of goods sold 4,561.5 5,329.8 3,404.4 ( 4,116.3 ) 9,179.4

Selling, general and administrative expenses 3,297.7 657.4 1,074.0 510.1 5,539.2

Interest expense — — — 317.2 317.2

Other segment items (1)

( 12.3 ) 9.2 ( 18.8 ) ( 48.8 ) ( 70.7 )

Income before income taxes $ 2,296.2 $ 523.3 $ 798.9 $ ( 782.2 ) $ 2,836.2

% to Net sales 22.6 % 21.4 % 15.3 % nm 15.9 %

Percent to Net sales 18.4 % 17.3 % 13.3 % nm 12.3 %

Supplemental Information:

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nm - not meaningful

(1) Other segment items includes Other general (income) expense - net, Interest income and Other expense (income) - net.

(1) Other segment items includes Other general expense - net, Interest income and Other (income) expense - net.

See Note 15 for further information.

(2) Depreciation is recorded within Cost of goods sold and Selling, general and administrative expenses.

(3) Amortization is recorded within Selling, general and administrative expenses.

In the Reportable Segment financial information, Segment profit represents each Reportable Segment’s Income before income taxes.

Domestic intersegment transfers are primarily accounted for at the approximate fully absorbed manufactured cost, based on normal capacity volumes, plus customary distribution costs for paint products.

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.

Due to the nature of the Company’s integrated manufacturing operations and centralized administrative and information technology support, a substantial amount of allocations are made to determine segment financial information.

Expenses that are specifically identifiable to a certain Reportable Segment are allocated accordingly.

For expenses that are not specifically identifiable to a certain Reportable Segment, an appropriate allocation base is identified, and expenses are allocated based on each segment’s respective share of the allocation base.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM and includes intersegment expenses within the amounts shown.

Net sales of all consolidated foreign subsidiaries were $ 1.135 billion and $ 1.124 billion for the three months ended September 30, 2025 and 2024, respectively.

Net sales of all consolidated foreign subsidiaries were $ 3.335 billion and $ 3.370 billion for the nine months ended September 30, 2025 and 2024, respectively.

Long-lived assets of these subsidiaries totaled $ 4.995 billion and $ 3.631 billion at September 30, 2025 and 2024, respectively.

Net sales of all consolidated foreign subsidiaries were $ 1.279 billion and $ 1.045 billion for the three months ended March 31, 2026 and 2025, respectively.

Long-lived assets of these subsidiaries totaled $ 4.782 billion and $ 3.583 billion at March 31, 2026 and 2025, respectively.

Domestic operations accounted for the remaining Net sales and long-lived assets.

No single geographic area outside the United States was significant relative to consolidated Net sales, Income before income taxes or consolidated long-lived assets.

Export sales and sales to any individual customer were each less than 10% of consolidated Net sales in 2025 and 2024.

Export sales and sales to any individual customer were each less than 10 percent of consolidated Net sales in 2026 and 2025.

The following table presents identifiable assets for each of the Company’s Reportable Segments:

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Group Administrative Consolidated

September 30, 2025 $ 6,608.6 $ 6,964.1 $ 7,990.0 $ 4,643.7 $ 26,206.4

March 31, 2026 $ 6,551.2 $ 8,321.8 $ 7,877.9 $ 3,627.8 $ 26,378.7

December 31, 2025 6,378.6 8,025.5 7,859.5 3,638.1 25,901.7

September 30, 2024 6,104.8 6,769.8 8,139.9 2,953.8 23,968.3

For further details on the Company’s Reportable Segments, see Note 22 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

March 31, 2025 6,143.8 7,156.8 8,071.1 3,264.4 24,636.1

For further information on the Company’s Reportable Segments, see Note 22 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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-Q

Item 1. Financial Statements