What changed in this filing

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Item 1. Financial Statements

2026-07-28 compared with 2026-04-28 · 239 added, 110 removed, 641 unchanged (35% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net sales $ 6,789.3 $ 6,314.5 $ 12,456.2 $ 11,620.2

21 unchanged sentences

(in millions) Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 843.6 $ 754.7 $ 1,378.3 $ 1,258.6

1 unchanged sentence

Foreign currency translation adjustments (1)

( 5.3 ) 176.2 44.3 282.8

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 (4)

( 1.0 ) ( 0.9 ) ( 2.1 ) ( 1.8 )

Other comprehensive income, net of tax 47.6 102.3

Other comprehensive (loss) income, net of tax ( 7.3 ) 175.0 40.3 277.3

Comprehensive income $ 836.3 $ 929.7 $ 1,418.6 $ 1,535.9

(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.

(1) The three months ended June 30, 2026 and 2025 include unrealized gains (losses), net of taxes of $ 4.3 million and $( 109.0 ) million, respectively, related to net investment hedges.

The six months ended June 30, 2026 and 2025 include unrealized gains (losses), net of taxes of $ 30.6 million and $( 145.3 ) 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.

(2) Net of taxes of $ 0.3 million and $ 1.1 million for the three months ended June 30, 2026 and 2025, respectively.

Net of taxes of $ 0.5 million and $ 2.2 million for the six months ended June 30, 2026 and 2025, respectively.

(3) Net of taxes of $( 1.0 ) million for the three and six months ended June 30, 2025.

See Note 12 for further information.

(4) Net of taxes of $ 0.4 million and $ 0.3 million for the three months ended June 30, 2026 and 2025, respectively.

Net of taxes of $ 0.7 million and $ 0.6 million for the six months ended June 30, 2026 and 2025, respectively.

See notes to condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions) March 31,

(in millions) June 30,

2026 December 31,

2025 March 31,

2025 June 30,

Current assets:

26 unchanged sentences

Shareholders’ equity:

Common stock - $ 0.33 -1/3 par value:

Common stock - $ 0.33 -1/3 par value per share:

242.8 million, 247.7 million and 249.3 million shares outstanding

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

at June 30, 2026, December 31, 2025 and June 30, 2025, respectively

83.3 83.1 92.7

8 unchanged sentences

STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS (UNAUDITED)

(in millions) Three Months Ended

2026 March 31,

(in millions) Six Months Ended

2026 June 30,

Operating Activities

8 unchanged sentences

Amortization of non-traded investments 66.1 57.4

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

Loss on sale or disposition of assets 3.4 1.5

Other ( 1.4 ) 3.4

6 unchanged sentences

Capital expenditures ( 246.7 ) ( 370.8 )

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

Acquisition of businesses, net of cash acquired ( 64.9 ) ( 121.4 )

Proceeds from sale of assets 5.6 —

Other ( 72.2 ) ( 65.1 )

2 unchanged sentences

Net increase in short-term borrowings 1,054.0 1,043.8

Proceeds from long-term debt 500.0 —

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

6 unchanged sentences

Effect of exchange rate changes on Cash and cash equivalents ( 5.7 ) 8.0

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

Net increase in Cash and cash equivalents 86.3 59.4

Cash and cash equivalents at beginning of year 207.2 210.4

Cash and cash equivalents at end of period $ 293.5 $ 269.8

Supplemental information:

Supplemental cash flow information:

Income taxes paid $ 184.7 $ 319.4

18 unchanged sentences

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

Net income 843.6 843.6

Other comprehensive income ( 7.3 ) ( 7.3 )

Treasury stock purchased ( 1,261.4 ) ( 1,261.4 )

Stock-based compensation activity 0.1 46.1 ( 0.5 ) 45.7

Other adjustments 0.5 0.5

Cash dividends -- $ 0.80 per share

( 197.5 ) ( 197.5 )

Balance at June 30, 2026 $ 83.3 $ 4,322.1 $ 2,013.1 $ ( 1,969.7 ) $ ( 594.1 ) $ 3,854.7

(in millions, except per share data) Common

13 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 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

See notes to condensed consolidated financial statements.

2 unchanged sentences

(millions of dollars, unless otherwise noted)

Periods ended March 31, 2026 and 2025

Periods ended June 30, 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 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.

The results of operations for the three and six months ended June 30, 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, 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.

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

The following represents updates to certain significant accounting policy disclosures.

For further details on the Company’s significant accounting policies and related disclosures, 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.

For further information on the Company’s significant accounting policies and related disclosures, 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.

Supply Chain Financing

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 $ 216.1 million, $ 206.1 million and $ 211.5 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Liabilities associated with these arrangements are recorded in Accounts payable on the Consolidated Balance Sheets and amounted to $ 213.6 million, $ 206.1 million and $ 222.2 million at June 30, 2026, December 31, 2025 and June 30, 2025, respectively.

Non-Traded Investments

3 unchanged sentences

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

March 31, March 31,

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

Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

2026 2025 2026 2025

Amortization of Non-Traded Investments $ 34.7 $ 28.7 $ 66.1 $ 57.4

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 $ 35.6 million, $ 128.3 million and $ 31.5 million at March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Tax credits and other tax benefits reduced Accrued taxes by $ 73.9 million, $ 128.3 million and $ 63.4 million at June 30, 2026, December 31, 2025 and June 30, 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:

March 31, December 31, March 31,

June 30, December 31, June 30,

2026 2025 2025

7 unchanged sentences

Not Yet Adopted

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

In May 2026, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2026-02, “Environmental Credits and Environmental Credit Obligations (Topic 818)”.

This ASU, which introduces Topic 818 to US GAAP, standardizes the accounting for and disclosure of environmental credits and environmental credit obligations by establishing consistent guidance for recognition, measurement, presentation and disclosure.

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 2026-02.

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.

9 unchanged sentences

NOTE 3 - ACQUISITIONS

Closed in current year

In June 2026, the Company completed the acquisition of a paint manufacturing business for approximately $ 75 million.

The acquired business is 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.

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 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.

During the second quarter of 2026, a favorable working capital adjustment to the purchase price was finalized for an immaterial amount.

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

2 unchanged sentences

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.

During 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 $ 42.1 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.

2 unchanged sentences

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.

The Company finalized the purchase price allocation for the acquisition during the second 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.

5 unchanged sentences

Included in Inventories were the following:

March 31, December 31, March 31,

June 30, December 31, June 30,

2026 2025 2025

9 unchanged sentences

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

March 31, December 31, March 31,

June 30, December 31, June 30,

2026 2025 2025

6 unchanged sentences

Property, plant and equipment, net $ 4,219.4 $ 4,137.4 $ 3,805.9

In accordance with the Goodwill and Other Intangibles Topic of the ASC, goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter, and interim impairment tests are performed whenever an event occurs or circumstances change that indicate an impairment has more likely than not occurred.

In accordance with the Goodwill and Other Intangibles Topic of the Accounting Standards Codification (ASC), Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter, and interim impairment tests are performed whenever an event occurs or circumstances change that indicate an impairment has more likely than not occurred.

NOTE 6 - DEBT

The following table summarizes the Company’s outstanding debt:

March 31, December 31, March 31,

June 30, December 31, June 30,

2026 2025 2025

3 unchanged sentences

Long-Term Debt

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

The Company’s long-term debt primarily consists of senior notes and periodically, amounts borrowed under its credit agreements.

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 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.

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

Credit Agreements

In June 2026, the Company amended its amended and restated credit agreement dated as of August 2, 2021, to extend the maturity of $ 200.0 million of commitments available for borrowing and issuing letters of credit under the credit agreement from June 20, 2026 to June 20, 2031.

In February 2026, the Company amended its amended and restated credit agreement dated as of November 17, 2025, 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.

In June 2026, the Company borrowed $ 500.0 million on this credit agreement for general corporate purposes.

At June 30, 2026, the amount borrowed is presented within Long-term debt on the Consolidated Balance Sheets.

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

At June 30, 2026, the Company had unused capacity under its various credit agreements of $ 1.969 billion.

Short-Term Borrowings

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

March 31, December 31, March 31,

June 30, December 31, June 30,

2026 2025 2025

16 unchanged sentences

2026 2025 2026 2025 2026 2025

Three Months Ended March 31:

Three Months Ended June 30:

Service cost $ 0.7 $ 0.7 $ 1.4 $ 1.1 $ — $ 0.1

4 unchanged sentences

Net periodic pension and benefit (credit) cost $ ( 0.8 ) $ ( 0.4 ) $ 1.9 $ 1.3 $ 0.6 $ ( 2.4 )

Six Months Ended June 30:

Service cost $ 1.4 $ 1.4 $ 2.7 $ 2.2 $ — $ 0.2

Interest cost 2.6 2.6 7.2 6.2 2.8 3.4

Expected return on assets ( 5.0 ) ( 4.8 ) ( 6.0 ) ( 5.2 ) — —

Amortization of prior service cost (credit) 0.8 1.0 — — — ( 7.2 )

Amortization of actuarial gains ( 1.4 ) ( 1.0 ) ( 0.5 ) ( 0.6 ) ( 1.6 ) ( 1.2 )

Net periodic pension and benefit (credit) cost $ ( 1.6 ) $ ( 0.8 ) $ 3.4 $ 2.6 $ 1.2 $ ( 4.8 )

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

15 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 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.

At June 30, 2026 and 2025, the Company had accruals reported on the Consolidated Balance Sheets as Other long-term liabilities of $ 211.9 million and $ 218.6 million, respectively.

Estimated costs of current investigation and remediation activities of $ 52.4 million and $ 65.0 million are included in Other accruals on the Consolidated Balance Sheets at June 30, 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 $ 78.6 million higher than the minimum accruals at March 31, 2026.

If the Company’s future loss contingency is ultimately determined to be at the unaccrued maximum of the estimated range of reasonably possible outcomes for every site for which costs can be reasonably estimated, the Company’s accrual for environmental-related activities would be $ 73.9 million higher than the minimum accruals at June 30, 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 March 31, 2026.

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.

Three 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 reasonably possible outcomes at June 30, 2026.

During the second quarter of 2026, it was determined that a closed paint manufacturing facility in the operation and maintenance phase of remediation under both federal and state EPA programs no longer met the criteria to be classified as a major site following the successful construction and operation of a new treatment system, and the issuance of its new permit, reducing the Major Sites from four to three.

At June 30, 2026, $ 214.9 million, or 81.3 % of the total accrual, related directly to the Major Sites.

In the aggregate unaccrued maximum of $ 73.9 million at June 30, 2026, $ 50.9 million, or 68.9 %, 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.

9 unchanged sentences

The most significant assumptions underlying the reliability and precision of remediation cost estimates for the Gibbsboro site are the type and extent of future remedies to be selected by the EPA and the costs of implementing those remedies.

The remaining three Major Sites comprising the majority of the accrual include:

(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, remediation and monitoring that provide sufficient information to reasonably estimate cost ranges and record environmental-related accruals.

The remaining two Major Sites comprising the majority of the accrual include:

(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 and (2) 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 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.

3 unchanged sentences

Unasserted claims could have a material effect on the Company’s loss contingency as more information becomes available over time.

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

At June 30, 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 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.

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 further 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 new global headquarters which was placed into service in the third quarter of 2025.

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 Company received $ 40.9 million of final proceeds during the six months ended June 30, 2025 for the new global headquarters for a total of $ 800 million and capitalized $ 14.1 million and $ 27.7 million of related interest within Property, plant and equipment, net in the Consolidated Balance Sheets during the three and six months ended June 30, 2025, respectively.

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

March 31, December 31, March 31,

June 30, December 31, June 30,

2026 2025 2025

6 unchanged sentences

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

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.

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 regarding real estate financing.

NOTE 9 - LITIGATION

15 unchanged sentences

The Company, along with other companies, is and has been a defendant in a number of legal proceedings arising from the manufacture and sale of lead pigments and lead-based paints.

The plaintiffs’ claims have been based upon various legal theories, including negligence, strict liability, breach of warranty, negligent misrepresentations and omissions, fraudulent misrepresentations and omissions, concert of action, civil conspiracy, violations of unfair trade practice and consumer protection laws, enterprise liability, market share liability, public nuisance, unjust enrichment and other theories.

The plaintiffs’ claims have been

based upon various legal theories, including negligence, strict liability, breach of warranty, negligent misrepresentations and omissions, fraudulent misrepresentations and omissions, concert of action, civil conspiracy, violations of unfair trade practice and consumer protection laws, enterprise liability, market share liability, public nuisance, unjust enrichment and other theories.

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.

31 unchanged sentences

(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.

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.

The parties in the Gibson case continue to conduct discovery, which is scheduled to be completed by December 15, 2026.

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

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.

2 unchanged sentences

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

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.

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

indemnify the landlord defendants against claims for contribution from the Company and the other defendants.

As of July 2026, the Company and each of the other remaining parties have filed motions for summary judgment.

Other matters.

4 unchanged sentences

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.

Additionally, the Company is investigating issues in connection with its Firetex Design Estimator software in which, for certain intumescent products, the software recommended under-estimated dry film thicknesses (DFT), or estimated DFTs 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.

12 unchanged sentences

First Quarter $ 0.80 $ 197.1 $ 0.79 $ 200.4

Second Quarter 0.80 197.5 0.79 197.9

Total $ 1.60 $ 394.6 $ 1.58 $ 398.3

Treasury Stock

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

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.

As of June 30, 2026, the Company had remaining authorization from its Board of Directors to purchase 24.0 million shares of its common stock.

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Treasury stock purchases (in millions) $ 1,261.4 $ 518.5 $ 1,837.0 $ 870.2

1 unchanged sentence

Average price per share $ 315.37 $ 357.57 $ 328.04 $ 355.17

In June 2026, the Company entered into an accelerated share repurchase agreement (ASR) with a third-party financial institution to repurchase 2.5 million shares of the Company’s outstanding common stock.

Settlement of the forward contract component of the ASR occurred subsequently in July 2026 resulting in a $ 34.3 million payment to be recorded to Other capital in accordance with the Derivatives and Hedging Topic of the ASC.

Other Capital

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 .

During the six months ended June 30, 2026, 442,640 stock options were exercised at a weighted average exercise price per share of $ 150.06 .

In addition, 345,932 restricted stock units vested during the same period.

7 unchanged sentences

Amounts reclassified from AOCI ( 1.9 ) ( 2.1 ) ( 4.0 )

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.

Balance at June 30, 2026 $ ( 675.1 ) $ 57.6 $ 23.4 $ ( 594.1 )

(1) Includes changes in the fair value of net investment hedges, net of taxes, of $ 30.6 million for the six months ended June 30, 2026.

See Note 12 for further information.

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

(2) Net of taxes of $ 0.5 million for the six months ended June 30, 2026.

See Note 7 for further information.

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

(3) Net of taxes of $ 0.7 million for the six months ended June 30, 2026.

Adjustments (1)

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Amounts reclassified from AOCI ( 6.8 ) ( 1.8 ) ( 8.6 )

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.

Balance at June 30, 2025 $ ( 690.1 ) $ 66.3 $ 25.9 $ ( 597.9 )

(1) Includes changes in the fair value of net investment hedges, net of taxes, of $( 145.3 ) million for the six months ended June 30, 2025.

See Note 12 for further information.

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

(2) Net of taxes of $ 2.2 million for the six months ended June 30, 2025.

See Note 7 for further information.

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

(3) Net of taxes of $( 0.4 ) million for the six months ended June 30, 2025.

See Note 12 for further information.

NOTE 12 - DERIVATIVES AND HEDGING

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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.

On April 17, 2026, the Company entered into a new cross currency swap with a notional value of $ 150.0 million maturing on August 15, 2030.

The outstanding contracts as of June 30, 2026 are summarized by maturity date in the table below.

Notional Value Maturity Date

3 unchanged sentences

525.0 August 15, 2029

150.0 August 15, 2030

200.0 September 1, 2031

1 unchanged sentence

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

March 31, December 31, March 31,

June 30, December 31, June 30,

2026 2025 2025

Other current assets $ — $ — $ 1.0

Other assets $ 2.4 $ — $ —

Other accruals 34.1 — 16.5

Other long-term liabilities 50.4 122.6 127.6

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

Three Months Ended

March 31, March 31,

Three Months Ended Six Months Ended

June 30, June 30, June 30, June 30,

2026 2025 2026 2025

Gains (losses) $ 5.7 $ ( 144.7 ) $ 40.6 $ ( 192.9 )

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$ 4.3 $ ( 109.0 ) $ 30.6 $ ( 145.3 )

Cash Flow Hedges

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

These contracts hedge the variability in the benchmark interest rate (US Treasury) and were recorded as an asset of $ 4.1 million within Other current assets at June 30, 2025.

See Notes 11 and 13 for further information on the related component recognized in AOCI and fair value, respectively.

Derivatives Not Designated as Hedging Instruments

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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 March 31, 2026, December 31, 2025 and March 31, 2025.

There were no assets and liabilities measured at fair value on a recurring basis classified as Level 3 at June 30, 2026, December 31, 2025 and June 30, 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 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

June 30, 2026 December 31, 2025 June 30, 2025

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

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Net investment hedges 2.4 — 2.4 — — — — — —

Interest rate locks — — — — — — 4.1 — 4.1

$ 105.8 $ 103.4 $ 2.4 $ 101.0 $ 101.0 $ — $ 108.2 $ 104.1 $ 4.1

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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.

There were $ 7.7 million, $ 7.7 million and $ 7.0 million of deferred compensation plan assets held in partnership funds measured using net asset value (or its equivalent) as a practical expedient as of June 30, 2026, December 31, 2025 and June 30, 2025, respectively.

These investments are not classified in the fair value hierarchy.

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 cost basis of all investments within the deferred compensation plan was $ 77.3 million, $ 80.7 million and $ 86.1 million at June 30, 2026, December 31, 2025 and June 30, 2025, respectively.

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

1 unchanged sentence

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

The interest rate locks represented the fair value of the hedging contracts entered into in anticipation of a probable issuance of new long-term fixed rate debt.

See Note 12 for further details.

The fair value is based on a valuation model that uses observable inputs, including interest rate curves.

The carrying amounts reported for Cash and cash equivalents and Short-term borrowings approximate fair value.

3 unchanged sentences

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

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

June 30, 2026 December 31, 2025 June 30, 2025

Value Carrying

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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 first three months of 2026 were not material.

Deferred revenue and related amounts recognized as Net sales during the first six 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.

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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 June 30, 2025 $ 3,111.9 $ 85.9 $ 247.7 $ 304.0 $ 14.8

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

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.

Balance at June 30, 2026 3,571.2 111.4 207.9 367.9 5.8

The difference between the opening December 31, 2025 and closing June 30, 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.

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

Three Months Ended

Six Months Ended

Beginning balance $ 62.5 $ 60.4

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Ending balance $ 81.7 $ 76.7

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 .

For further information on the Company’s allowance for current expected credit losses, 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

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Provisions for environmental matters - net $ 3.3 $ 0.4 $ 3.4 $ 3.5

Gain on sale or disposition of assets ( 1.9 ) ( 2.1 )

Loss (gain) on sale or disposition of assets 0.1 ( 1.3 ) ( 1.8 ) ( 3.4 )

Other — 7.2 8.1 15.1

2 unchanged sentences

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.

Loss (gain) on sale or disposition of assets represents the net realized losses (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.

2 unchanged sentences

Three Months Ended

Investment losses (gains) $ 3.3 $ ( 3.2 )

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

June 30, Six Months Ended

2026 2025 2026 2025

Investment gains $ ( 9.7 ) $ ( 6.3 ) $ ( 6.4 ) $ ( 9.5 )

Foreign currency transaction related losses (gains) - net 0.3 13.1 ( 5.5 ) 23.1

Miscellaneous pension and benefit expense (income) 0.5 ( 3.4 ) 0.6 ( 6.8 )

2 unchanged sentences

Total $ ( 12.1 ) $ 4.7 $ ( 16.1 ) $ 7.6

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

Investment 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.

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

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

See Note 7 for further information.

2 unchanged sentences

NOTE 16 - INCOME TAXES

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 effective tax rate was 24.2 % and 23.1 % for the second quarter and first six months of 2026, compared to 23.4 % and 23.2 % for the second quarter and first six months of 2025.

The increase in the effective tax rate for the second quarter was primarily due to a less favorable impact from tax benefits related to employee share-based payments.

The effective tax rate was essentially flat for the first six months of 2026 compared to the same period last year.

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

2 unchanged sentences

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, 2025 during the first three months of 2026.

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

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

1 unchanged sentence

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

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.

As of June 30, 2026, the federal statute of limitations has not expired for the 2020 through 2025 tax years.

At June 30, 2026, the Company is subject to non-U.S.

income tax examinations for the 2014 through 2025 tax years.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income $ 843.6 $ 754.7 $ 1,378.3 $ 1,258.6

5 unchanged sentences

Stock options and other contingently issuable shares (1)

2.1 2.9 2.3 3.0

Weighted average shares outstanding assuming dilution 246.0 251.3 247.1 251.9

Diluted net income per share $ 3.43 $ 3.00 $ 5.58 $ 5.00

(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.

(1) Stock options and other contingently issuable shares excludes 1.9 million shares for the three and six months ended June 30, 2026 due to their anti-dilutive effect.

Stock options and other contingently issuable shares excludes 1.0 million shares for the three and six months ended June 30, 2025 due to their anti-dilutive effect.

NOTE 18 - REPORTABLE SEGMENT INFORMATION

3 unchanged sentences

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Group Consumer

22 unchanged sentences

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Group Consumer

22 unchanged sentences

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

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.

Six Months Ended June 30, 2026

Group Consumer

Group Performance

Group Administrative Consolidated

Net sales $ 6,939.9 $ 1,891.8 $ 3,619.6 $ 4.9 $ 12,456.2

Intersegment transfers — 2,833.5 28.7 ( 2,862.2 ) —

Total net sales and intersegment transfers 6,939.9 4,725.3 3,648.3 ( 2,857.3 ) 12,456.2

Cost of goods sold 3,027.4 3,811.1 2,365.7 ( 2,866.5 ) 6,337.7

Selling, general and administrative expenses 2,394.0 511.3 781.6 386.4 4,073.3

Interest expense — — — 267.5 267.5

Other segment items (1)

2.1 ( 7.2 ) ( 4.7 ) ( 4.8 ) ( 14.6 )

Income before income taxes $ 1,516.4 $ 410.1 $ 505.7 $ ( 639.9 ) $ 1,792.3

Percent to Net sales 21.9 % 21.7 % 14.0 % nm 14.4 %

Supplemental Information:

Capital expenditures $ 43.9 $ 105.4 $ 9.5 $ 87.9 $ 246.7

Depreciation (2)

46.7 107.3 10.0 32.8 196.8

Amortization (3)

4.9 41.8 129.4 0.3 176.4

nm - not meaningful

(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.

Six Months Ended June 30, 2025

Group Consumer

Group Performance

Group Administrative Consolidated

Net sales $ 6,642.0 $ 1,571.6 $ 3,403.1 $ 3.5 $ 11,620.2

Intersegment transfers — 2,688.8 13.7 ( 2,702.5 ) —

Total net sales and intersegment transfers 6,642.0 4,260.4 3,416.8 ( 2,699.0 ) 11,620.2

Cost of goods sold 2,922.1 3,519.0 2,217.7 ( 2,716.0 ) 5,942.8

Selling, general and administrative expenses 2,266.7 436.8 729.7 372.2 3,805.4

Interest expense — 0.1 — 216.1 216.2

Other segment items (1)

( 4.5 ) 8.4 11.6 1.6 17.1

Income before income taxes $ 1,457.7 $ 296.1 $ 457.8 $ ( 572.9 ) $ 1,638.7

Percent to Net sales 21.9 % 18.8 % 13.5 % nm 14.1 %

Supplemental Information:

Capital expenditures $ 61.4 $ 139.2 $ 26.2 $ 144.0 $ 370.8

Depreciation (2)

44.1 88.0 9.4 17.7 159.2

Amortization (3)

0.8 33.8 129.3 0.5 164.4

nm - not meaningful

(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.

Net sales of all consolidated foreign subsidiaries were $ 1.358 billion and $ 1.155 billion for the three months ended June 30, 2026 and 2025, respectively.

Net sales of all consolidated foreign subsidiaries were $ 2.637 billion and $ 2.200 billion for the six months ended June 30, 2026 and 2025, respectively.

Long-lived assets of these subsidiaries totaled $ 4.731 billion and $ 3.797 billion at June 30, 2026 and 2025, respectively.

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

5 unchanged sentences

Group Administrative Consolidated

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

June 30, 2026 $ 6,846.6 $ 8,360.9 $ 7,929.8 $ 3,814.1 $ 26,951.4

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

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

June 30, 2025 6,446.1 7,151.8 8,293.4 3,472.3 25,363.6

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