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    Sherwin-Williams Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

    3/10/25 11:33:22 AM ET
    $SHW
    RETAIL: Building Materials
    Consumer Discretionary
    Get the next $SHW alert in real time by email
    8-K
    SHERWIN WILLIAMS CO false 0000089800 0000089800 2025-03-10 2025-03-10

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): March 10, 2025

     

     

    THE SHERWIN-WILLIAMS COMPANY

    (Exact name of registrant as specified in charter)

     

     

     

    Ohio   1-04851   34-0526850

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

     

    101 West Prospect Avenue

    Cleveland, Ohio

      44115

    (Address of principal

    executive offices)

      (Zip Code)

    (216) 566-2000

    (Registrant’s telephone number, including area code)

    Not applicable

    (Former name or former address, if changed since last report.)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

      ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.33-1/3 per share   SHW   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     


    Item 1.01.

    Entry into a Material Definitive Agreement.

    On March 10, 2025, The Sherwin-Williams Company (“Sherwin-Williams”) entered into that certain Amendment No. 10 to the Amended and Restated Credit Agreement (“Amendment No. 10”) with Goldman Sachs Bank USA (“Goldman”), as administrative agent, Goldman Sachs Mortgage Company (“GSMC”), as issuing bank, and the lenders party thereto. Amendment No. 10 amends that certain Amended and Restated Credit Agreement, dated as of August 2, 2021 (as amended, the “Credit Agreement”), among Sherwin-Williams, Goldman, as administrative agent, GSMC, as issuing bank, and the lenders party thereto. The primary purpose of Amendment No. 10 is to extend the maturity of $75,000,000 of the commitments available for borrowing and issuing letters of credit under the Credit Agreement from June 20, 2025 to June 20, 2030.

    Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for Sherwin-Williams and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

    The foregoing description of Amendment No. 10 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 10, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     

    Item 2.03.

    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

    The information described in Item 1.01 above relating to Amendment No. 10 is incorporated herein by reference into this Item 2.03.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit
    No.

      

    Exhibit Description

    4.1    Amendment No. 10 to the Amended and Restated Credit Agreement, dated as of March 10, 2025, by and among The Sherwin-Williams Company, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Mortgage Company, as issuing bank, and the lenders party thereto
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

        THE SHERWIN-WILLIAMS COMPANY
    March 10, 2025     By:  

    /s/ Stephen J. Perisutti

        Name:   Stephen J. Perisutti
        Title:   Senior Vice President - Deputy General Counsel and Assistant Secretary
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