Form 8-K

8-K — RPM INTERNATIONAL INC/DE/

Accession: 0001193125-26-146312

Filed: 2026-04-08

Period: 2026-04-08

CIK: 0000110621

SIC: 2851 (PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d131284d8k.htm (Primary)

EX-99.1 (d131284dex991.htm)

GRAPHIC (g131284dsp1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d131284d8k.htm · Sequence: 1

8-K

RPM INTERNATIONAL INC/DE/ false 0000110621 0000110621 2026-04-08 2026-04-08

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) April 8, 2026

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware

1-14187

02-0642224

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2628 Pearl Road, P.O. Box 777, Medina, Ohio

44258

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (330) 273-5090

(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 (see General Instruction A.2. below):

☐

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 $0.01

RPM

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 2.02

Results of Operations and Financial Condition.

On April 8, 2026, the Company issued a press release announcing its third quarter results, which provided detail not included in previously issued reports. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01

Exhibits.

Exhibit

Number

Description

99.1

Press Release of the Company, dated April 8, 2026, announcing the Company’s third quarter results.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

RPM International Inc.

(Registrant)

Date April 8, 2026

/s/ Tracy D. Crandall

Tracy D. Crandall

Vice President, General Counsel,

Chief Compliance Officer and Secretary

EX-99.1

Filename: d131284dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

RPM Reports Record Fiscal 2026 Third-Quarter Results

•

Record third-quarter sales of $1.61 billion, an increase of 8.9% compared to the prior-year

•

Third-quarter net income of $51.4 million, diluted EPS of $0.40, and EBIT of $84.1 million

•

Record third-quarter adjusted diluted EPS of $0.57, an increase of 62.9% compared to the prior-year and record

adjusted EBIT of $116.4 million, an increase of 48.8% compared to the prior-year

•

Reaffirming fiscal 2026 fourth-quarter sales guidance of

mid-single-digit sales growth and low- to high-single digit adjusted EBIT growth

MEDINA, OH – April 8, 2026 – RPM International Inc. (NYSE: RPM), a world leader in specialty coatings, sealants and building materials, today

reported financial results for its fiscal 2026 third quarter ended February 28, 2026.

Frank C. Sullivan, RPM chairman and CEO commented, “I am

proud of our record third-quarter results. In a period of volatile market conditions, we generated volume growth and record sales by utilizing our competitive strengths and nimbly focusing on growing end markets. Aided by MAP operational improvement

initiatives, we demonstrated our ability to combine growth with efficiency, leveraging higher volumes to expand margins across all segments and generating strong operating cash flow. I want to thank all RPM associates for their focused execution and

commitment to the organization.”

Third-Quarter 2026 Consolidated Results

Consolidated

Three Months Ended

$ in 000s except per share data

February 28,

2026

2025

$ Change

% Change

Net Sales

1,607,949

1,476,562

131,387

8.9

Net Income Attributable to RPM Stockholders

51,364

52,034

(670

)

(1.3

Diluted Earnings Per Share (EPS)

0.40

—

0.0

Income Before Income Taxes (IBT)

69,307

40,951

28,356

69.2

Earnings Before Interest and Taxes (EBIT)

84,075

62,678

21,397

34.1

Adjusted EBIT(1)

116,400

78,236

38,164

48.8

Adjusted Diluted EPS(1)

0.57

0.35

0.22

62.9

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See tables below titled

Supplemental Segment Information and Reconciliation of Reported to Adjusted Amounts for details.

Record third-quarter sales were driven

by engineered solutions for high-performance buildings, acquisitions and favorable foreign currency translation, which were partially offset by soft DIY demand. A rebound from the government shutdown and favorable comparisons to the prior-year,

which was also hampered by harsh weather, contributed to the growth as well.

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

Geographically, Europe grew by 20.1% and was aided by M&A and favorable foreign exchange. North American

sales grew 6.3%, driven by high-performance building solutions and acquisitions. All emerging markets grew and were led by Africa / Middle East, with growth driven by high-performance building and infrastructure projects, along with favorable

foreign currency translation.

Sales included 3.0% organic growth, 3.5% growth from acquisitions, and a 2.4% benefit from foreign currency translation.

Adjusted EBIT was a record and was driven by higher sales and improved fixed-cost leverage from higher volumes, aided by MAP operational improvement

initiatives. This more than offset increased healthcare expenses.

Record adjusted diluted EPS was primarily driven by improved adjusted EBIT.

Adjusted EBIT and adjusted EPS exclude costs related to MAP initiatives, including $22.1 million in pre-tax

charges associated with SG&A-focused optimization actions that were implemented during the fiscal third quarter.

Third-Quarter 2026 Segment Sales and Earnings

Construction Products Group

Three Months Ended

$ in 000s

February 28,

2026

2025

$ Change

% Change

Net Sales

546,665

494,845

51,820

10.5

Income Before Income Taxes

22,884

8,065

14,819

183.7

EBIT

23,612

8,607

15,005

174.3

Adjusted EBIT(1)

30,312

10,873

19,439

178.8

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled

Supplemental Segment Information for details.

Record CPG sales were driven by broad-based strength across its North American

businesses, which include roofing solutions, wall systems and concrete admixtures. Foreign currency translation and a rebound from the government shutdown also contributed to the record sales.

Sales included 6.9% organic growth, 0.2% growth from acquisitions net of divestitures, and a 3.4% benefit from foreign currency translation.

Adjusted EBIT was driven by improved sales, mix, SG&A-focused optimization actions and fixed-cost leverage, which

more than offset temporary inefficiencies from plant consolidations.

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

Performance Coatings Group

Three Months Ended

$ in 000s

February 28,

2026

2025

$ Change

% Change

Net Sales

496,829

458,420

38,409

8.4

Income Before Income Taxes

61,025

53,792

7,233

13.4

EBIT

60,051

52,963

7,088

13.4

Adjusted EBIT(1)

66,786

55,663

11,123

20.0

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled

Supplemental Segment Information for details.

Record PCG sales were driven by broad-based growth across its businesses, and in

particular, protective coatings and passive fire protection. Demand in emerging markets for infrastructure and high-performance building solutions was also strong and positive foreign currency translation contributed to sales.

Sales included 5.1% organic growth, a 0.9% increase from acquisitions, and a 2.4% benefit from foreign currency translation.

Record adjusted EBIT was driven by improved sales, SG&A-focused optimization actions and fixed-cost leverage.

Consumer Group

Three Months Ended

$ in 000s

February 28,

2026

2025

$ Change

% Change

Net Sales

564,455

523,297

41,158

7.9

Income Before Income Taxes

45,750

44,139

1,611

3.6

EBIT

45,730

44,405

1,325

3.0

Adjusted EBIT(1)

58,518

50,883

7,635

15.0

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled

Supplemental Segment Information for details.

The Consumer Group’s record sales were driven by acquisitions and pricing to

recover inflation. This growth was partially offset by continued softness in DIY markets as well as product rationalization.

Sales included a 2.4%

organic decline, 9.0% growth from acquisitions, and a 1.3% benefit from foreign currency translation.

The adjusted EBIT increase was driven by MAP

operational improvements, including SG&A-focused optimization actions, which more than offset reduced fixed-cost leverage from lower volumes and temporary inefficiencies from facility closures and

transitions. The integration of acquired businesses and product rationalization also contributed to adjusted EBIT growth.

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

Cash Flow and Financial Position

During the first nine months of fiscal 2026:

•

Cash provided by operating activities was $656.7 million, the second-highest amount in the company’s

history, compared to $619.0 million in the prior-year period.

•

Capital expenditures were $159.6 million compared to $158.9 million in the prior-year period.

•

The company returned $255.3 million to stockholders through cash dividends and share repurchases, an

increase of 5.2% compared to the prior year.

•

The company had multiple small asset sales as part of MAP initiatives to rationalize production lines, with

proceeds from these transactions totaling $14.3 million in the third fiscal quarter.

As of February 28, 2026:

•

Total debt was $2.56 billion compared to $2.10 billion a year ago, with the increase driven by debt

used to finance acquisitions.

•

Total liquidity, including cash and committed revolving credit facilities, was $1.02 billion, compared to

$1.21 billion a year ago, with the decrease driven by the use of credit facilities to finance acquisitions.

•

The company extended the maturity of its revolving credit facility to February 27, 2031, and maintained the

size of the facility at $1.35 billion.

Business Outlook

Sullivan said, “We expect to grow sales and adjusted EBIT again in the fourth quarter and deliver record results, even as we face more challenging

comparisons and geopolitical uncertainty in the Middle East adds cost and complexity to the operating environment.”

He concluded, “As we have

demonstrated in prior cycles, we remain focused on what we can control—outgrowing our underlying markets and driving efficiency improvements. Our center-led procurement team is applying lessons learned

from past supply chain disruptions to mitigate inflation and ensure supply, while we implement pricing actions to offset remaining cost pressures. I want to thank our associates globally—especially those in the Middle East—for their

commitment to safety and their continued focus on serving customers during these uncertain times.”

The company’s outlook for the fiscal 2026

fourth quarter is:

•

Reaffirming consolidated sales to increase in the mid-single-digit range

compared to prior-year record results.

•

Reaffirming consolidated adjusted EBIT to be up low- to

high-single-digits compared to prior-year record results.

Closing of Kalzip Acquisition

The company completed the previously announced acquisition of Kalzip GmbH (“Kalzip”), a global leader in the design and production of metal-based

roofs and facades on March 31, 2026. Kalzip generated revenue of approximately €75.0 million in calendar year 2024 and is now part of the Construction Products Group.

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

Earnings Webcast and Conference Call Information

Management will host a conference call to discuss these results beginning at 10:00 a.m. ET today. The call can be accessed via webcast at

www.RPMinc.com/Investors/Presentations-Webcasts or by dialing 1-844-481-2915 or 1-412-317-0708 for international callers and asking to join the RPM International call. Participants are asked to call the assigned number approximately 10 minutes

before the conference call begins. The call, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions. The media and all other participants will be in a listen-only mode.

For those unable to listen to the live call, a replay will be available from April 8, 2026, until April 15, 2026. The replay can be accessed by

dialing 1-855-669-9658 or

1-412-317-0088 for international callers. The access code is 9537849. The call also will be available for replay and as a written

transcript via the RPM website at www.RPMinc.com.

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates

across three reportable segments: consumer, construction products and performance coatings. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, The Pink Stuff,

Stonhard, Carboline, Tremco, Euclid Chemical, Dryvit and Nudura. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to

help build a better world. The company employs approximately 17,800 individuals worldwide. Visit www.RPMinc.com to learn more.

For more

information, contact Matt Schlarb, Vice President – Investor Relations & Sustainability, at 330-220-6064 or mschlarb@rpminc.com.

# # #

Use of

Non-GAAP Financial Information

To supplement the financial information presented in accordance with Generally

Accepted Accounting Principles in the United States (“GAAP”) in this earnings release, we use EBIT, adjusted EBIT and adjusted earnings per share, which are all non-GAAP financial measures. EBIT is

defined as earnings (loss) before interest and taxes, with adjusted EBIT and adjusted earnings per share provided for the purpose of adjusting for one-off items impacting revenues and/or expenses that are not

considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest income (expense), net

is essentially related to corporate functions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT should not be considered an alternative to, or more

meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest and investment income or expense in determining operating performance, which represent items necessary to our continued

operations, given our level of indebtedness. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the

capital markets’ analysis of our segments’ core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion

of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

future results. See the financial statement section of this earnings release for a reconciliation of EBIT and adjusted EBIT to income before income taxes, and adjusted earnings per share to

earnings per share. We have not provided a reconciliation of our fourth-quarter fiscal 2026 adjusted EBIT guidance because material terms that impact such measure are not in our control and/or cannot be reasonably predicted, and therefore a

reconciliation of such measure is not available without unreasonable effort.

Forward-Looking Statements

This press release includes forward-looking statements relating to our business. These forward-looking statements, or other statements made by us, are made

based on our expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances, are beyond our control. As a result,

our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global and regional markets and general economic conditions, including

uncertainties surrounding the volatility in financial markets, the availability of capital and the viability of banks and other financial institutions; (b) the prices, supply and availability of raw materials, including assorted pigments,

resins, solvents, and other natural gas- and oil-based materials; packaging, including plastic and metal containers; and transportation services, including fuel

surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of

changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) changes in global trade policies, including the adoption or expansion of tariffs and trade barriers; (h) the effect

of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (i) risks

and uncertainties associated with our ongoing acquisition and divestiture activities; (j) the timing of and the realization of anticipated cost savings from restructuring initiatives, the ability to identify additional cost savings

opportunities, and the risks of failing to meet any other objectives of our improvement plans; (k) risks related to the adequacy of our contingent liability reserves; (l) risks relating to a public health crisis similar to the Covid

pandemic; (m) risks related to acts of war similar to the recent conflict with Iran and the Russian invasion of Ukraine; (n) risks related to the transition or physical impacts of climate change and other natural disasters or meeting

sustainability-related voluntary goals or regulatory requirements; (o) risks related to our or our third parties’ use of technology including artificial intelligence, data breaches and data privacy violations; (p) the shift to remote

work and online purchasing and the impact that has on residential and commercial real estate construction; and (q) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Form

10-K for the year ended May 31, 2025, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events,

information or circumstances that arise after the filing date of this press release.

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS, EXCEPT PER SHARE DATA

(Unaudited)

Three Months Ended

Nine Months Ended

February 28,

2026

2025

2026

2025

Net Sales

1,607,949

1,476,562

5,631,587

5,290,669

Cost of Sales

973,133

909,072

3,323,388

3,121,962

Gross Profit

634,816

567,490

2,308,199

2,168,707

Selling, General & Administrative Expenses

533,872

501,710

1,656,871

1,557,692

Restructuring Expense

19,855

3,456

33,200

18,215

Interest Expense

26,947

22,993

84,278

70,604

Investment (Income), Net

(12,179

)

(1,266

)

(35,609

)

(20,818

)

Other (Income), Net

(2,986

)

(354

)

(8,890

)

(1,370

)

Income Before Income Taxes

69,307

40,951

578,349

544,384

Provision (Benefit) for Income Taxes

17,693

(11,363

)

137,421

80,066

Net Income

51,614

52,314

440,928

464,318

Less: Net Income Attributable to Noncontrolling Interests

250

280

752

1,388

Net Income Attributable to RPM International Inc. Stockholders

51,364

52,034

440,176

462,930

Earnings per share of common stock attributable to RPM International Inc.

Stockholders:

Basic

0.40

0.41

3.45

3.61

Diluted

0.40

3.43

3.59

Average shares of common stock outstanding—basic

127,045

127,536

127,156

127,628

Average shares of common stock outstanding—diluted

127,507

128,154

127,707

128,315

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

SUPPLEMENTAL SEGMENT INFORMATION

IN THOUSANDS

(Unaudited)

Three Months Ended

Nine Months Ended

February 28,

2026

2025

2026

2025

Net Sales:

CPG Segment

546,665

494,845

2,165,550

2,043,318

PCG Segment

496,829

458,420

1,569,113

1,459,611

Consumer Segment

564,455

523,297

1,896,924

1,787,740

Total

1,607,949

1,476,562

5,631,587

5,290,669

Income Before Income Taxes:

CPG Segment

Income Before Income Taxes (a)

22,884

8,065

280,825

277,008

Interest (Expense), Net (b)

(728

)

(542

)

(2,259

)

(1,910

)

EBIT (c)

23,612

8,607

283,084

278,918

MAP initiatives (d)

6,700

2,007

15,380

6,457

Inventory step-up costs (e)

—

259

—

259

(Gain) on sale of assets and businesses, net (f)

—

(400

)

—

Adjusted EBIT

30,312

10,873

298,064

285,634

PCG Segment

Income Before Income Taxes (a)

61,025

53,792

225,403

211,237

Interest Income, Net (b)

974

829

2,522

2,070

EBIT (c)

60,051

52,963

222,881

209,167

MAP initiatives (d)

6,634

1,921

13,587

7,380

Inventory step-up costs (e)

101

497

142

497

(Gain) on sale of assets and businesses, net (f)

—

(237

)

Legal contingency adjustment on a divested business (h)

—

282

—

282

Adjusted EBIT

66,786

55,663

236,610

217,089

Consumer Segment

Income Before Income Taxes (a)

45,750

44,139

255,180

236,824

Interest Income (Expense), Net (b)

(266

)

(236

)

(1,080

)

EBIT (c)

45,730

44,405

255,416

237,904

MAP initiatives (d)

12,788

6,478

17,752

25,397

Inventory step-up costs (e)

—

7,903

—

(Gain) on acquisition earn-out fair value adjustment

(g)

—

(12,707

)

—

Adjusted EBIT

58,518

50,883

268,364

263,301

Corporate/Other

(Loss) Before Income Taxes (a)

(60,352

)

(65,045

)

(183,059

)

(180,685

)

Interest (Expense), Net (b)

(15,034

)

(21,748

)

(48,696

)

(48,866

)

EBIT (c)

(45,318

)

(43,297

)

(134,363

)

(131,819

)

MAP initiatives (d)

6,102

4,114

12,149

27,449

Adjusted EBIT

(39,216

)

(39,183

)

(122,214

)

(104,370

)

TOTAL CONSOLIDATED

Income Before Income Taxes (a)

69,307

40,951

578,349

544,384

Interest (Expense)

(26,947

)

(22,993

)

(84,278

)

(70,604

)

Investment Income, Net

12,179

1,266

35,609

20,818

EBIT (c)

84,075

62,678

627,018

594,170

MAP initiatives (d)

32,224

14,520

58,868

66,683

Inventory step-up costs (e)

101

756

8,045

756

(Gain) on sale of assets and businesses, net (f)

—

(400

)

(237

)

(Gain) on acquisition earn-out fair value adjustment

(g)

—

(12,707

)

—

Legal contingency adjustment on a divested business (h)

—

282

—

282

Adjusted EBIT

116,400

78,236

680,824

661,654

(a)

The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally

Accepted Accounting Principles in the United States (GAAP), to EBIT and Adjusted EBIT.

(b)

Interest Income (Expense), Net includes the combination of Interest Income (Expense) and Investment Income

(Expense), Net.

(c)

EBIT is defined as earnings (loss) before interest and taxes, with Adjusted EBIT provided for the purpose of

adjusting for items impacting earnings that are not considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT, or adjusted EBIT, as

a performance evaluation measure because Interest Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment

decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest and investment income or expense in determining operating

performance, which represent items necessary to our continued operations, given our level of indebtedness. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom

believe, and we concur, that this measure is critical to the capital markets’ analysis of our segments’ core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing.

Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be

predictive of potential future results.

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

(d)

Reflects restructuring and other charges, which have been incurred in relation to our Margin Achievement Plan

(“MAP 2025”) and our 2026 restructuring action, together MAP Initiatives, as follows:

•

MAP 2025 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions

and facility closures recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to MAP 2025 totaled $3.0 million and $3.5 million for the quarters ended February 28, 2026

and February 28, 2025 respectively and $16.3 million and $18.2 million for the nine months ended February 28, 2026 and February 28, 2025 respectively. Other related expenses include inventory write-offs in connection

with restructuring activities recorded in “Cost of Sales” and accelerated depreciation and amortization recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)”

depending on the nature of the expense.

•

2026 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and

facility closures associated with the SG&A-focused optimization actions recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to the 2026

restructuring action totaled $16.9 million for the quarter and year ended February 28, 2026. Other related expenses consist of higher executive departure costs, including accelerated stock compensation expense, that do not qualify as

restructuring expense and are recorded within “SG&A” as well as accelerated depreciation recorded within “Cost of Sales”.

•

ERP consolidation plan: Includes expenses incurred as a result of our stated goals to consolidate over 75 ERP

systems across the organization to one ERP platform per segment, as part of our overall MAP strategy as well as costs incurred for other decision support tools to facilitate our commercial initiatives related to MAP 2025 which have been incurred in

all segments, as well as Corporate/Other, and have been recorded within “SG&A”.

•

Professional fees: Includes expenses incurred to consolidate accounting locations, costs incurred to implement

technologies and processes to drive improved data analytics/decision making and cost incurred to implement new global manufacturing methodologies with the goal of improving operating efficiency incurred within all of our segments as well as

Corporate/Other and recorded within “SG&A”. All of this spend is in support of stated MAP goals with the most significant expense incurred within Corporate/Other.

•

Loss (Gain) on sale of closed facilities: Net gain related to the sale of three properties that were closed as

part of the MAP 2025 program, partially offset by losses in preparing three other facilities for sale.

Included below

is a reconciliation of the TOTAL CONSOLIDATED MAP initiatives.

Three Months Ended

Nine Months Ended

February 28,

2026

2025

2026

2025

MAP 2025 Restructuring and other related expense, net

3,132

7,473

20,368

29,526

2026 Restructuring and other related expense, net

22,110

—

22,110

—

ERP consolidation plan

3,643

2,570

11,049

11,519

Professional fees

3,229

4,477

9,571

25,638

Loss (Gain) on sale of closed facilities

110

—

(4,230

)

—

MAP initiatives

32,224

14,520

58,868

66,683

(e)

Amortization of inventory fair value adjustments related to acquisitions recorded in “Cost of

Sales”.

(f)

Fiscal 2026 reflects gains recorded in “SG&A” associated with the divestiture of a product line

and a waterproofing services business within our CPG segment. Fiscal 2025 reflects gains recorded in “SG&A” associated with post-closing adjustments for the sale of the non-core furniture

warranty business which was sold in fiscal 2023.

(g)

A fair value adjustment of the earn-out liability associated with the

Star Brands Group acquisition which resulted in a gain recorded in “SG&A” as management does not consider this gain to be reflective of the company’s core business operations.

(h)

Represents incremental expense related to an adverse legal ruling from a case associated with a business that

was divested in FY23.

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

SUPPLEMENTAL INFORMATION

RECONCILIATION OF “REPORTED” TO “ADJUSTED” AMOUNTS

(Unaudited)

Three Months Ended

Nine Months Ended

February 28,

2026

2025

2026

2025

Reconciliation of Reported Earnings per Diluted Share to Adjusted Earnings per Diluted Share

(All amounts presented after-tax):

Reported Earnings per Diluted Share

0.40

3.43

3.59

MAP initiatives (d)

0.19

0.10

0.35

0.39

Inventory step-up costs (e)

—

0.05

—

(Gain) on acquisition earn-out fair value adjustment

(f)

—

(0.10

)

—

Investment returns (g)

(0.02

)

0.02

(0.08

)

(0.02

)

Income tax adjustments (h)

—

(0.17

)

—

(0.38

)

Adjusted Earnings per Diluted Share (i)

0.57

0.35

3.65

3.58

(d)

Reflects restructuring and other charges, which have been incurred in relation to our Margin Achievement Plan

(“MAP 2025”) and our 2026 restructuring action, together MAP Initiatives, as follows:

•

MAP 2025 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions

restructuring activities recorded in “Cost of Sales” and accelerated depreciation and amortization recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)”

depending on the nature of the expense.

•

2026 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and

facility closures associated with the SG&A-focused optimization actions recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to the 2026

restructuring expense and are recorded within “SG&A” as well as accelerated depreciation recorded within “Cost of Sales”.

•

ERP consolidation plan: Includes expenses incurred as a result of our stated goals to consolidate over 75 ERP

all segments, as well as Corporate/Other, and have been recorded within “SG&A”.

•

Professional fees: Includes expenses incurred to consolidate accounting locations, costs incurred to implement

Corporate/Other and recorded within “SG&A”. All of this spend is in support of stated MAP goals with the most significant expense incurred within Corporate/Other.

•

Loss (Gain) on sale of closed facilities: Net gain related to the sale of three properties that were closed as

part of the MAP 2025 program, partially offset by losses in preparing three other facilities for sale.

(e)

Amortization of inventory fair value adjustments related to acquisitions recorded in “Cost of

Sales”.

(f)

A fair value adjustment of the earn-out liability associated with the

Star Brands Group acquisition which resulted in a gain recorded in “SG&A” as management does not consider this gain to be reflective of the company’s core business operations.

(g)

Investment returns include realized net gains and losses on sales of investments and unrealized net gains and

losses on equity securities, which are adjusted due to their inherent volatility. Management does not consider these gains and losses, which cannot be predicted with any level of certainty, to be reflective of the Company’s core business

operations.

(h)

U.S. foreign tax credits recognized as a result of global cash redeployment and debt optimization projects, as

well as other adjustments to our net deferred tax asset related to U.S. foreign tax credit carryforwards resulting from our reassessment of income tax positions following developments in U.S. income tax case law.

(i)

Adjusted Diluted EPS is provided for the purpose of adjusting diluted earnings per share for items impacting

earnings that are not considered by management to be indicative of ongoing operations.

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS

(Unaudited)

February 28, 2026

February 28, 2025

May 31, 2025

Assets

Current Assets

Cash and cash equivalents

294,206

241,895

302,137

Trade accounts receivable

1,261,112

1,153,993

1,551,953

Allowance for doubtful accounts

(37,717

)

(48,908

)

(42,844

)

Net trade accounts receivable

1,223,395

1,105,085

1,509,109

Inventories

1,120,273

1,044,776

1,036,475

Prepaid expenses and other current assets

415,566

367,197

322,577

Total current assets

3,053,440

2,758,953

3,170,298

Property, Plant and Equipment, at Cost

2,885,364

2,629,810

2,738,373

Allowance for depreciation

(1,365,007

)

(1,236,755

)

(1,264,974

)

Property, plant and equipment, net

1,520,357

1,393,055

1,473,399

Other Assets

Goodwill

1,680,867

1,358,632

1,617,626

Other intangible assets, net of amortization

821,466

510,385

780,826

Operating lease

right-of-use assets

398,726

346,221

370,399

Deferred income taxes

161,144

34,368

147,436

Other

248,654

217,961

215,965

Total other assets

3,310,857

2,467,567

3,132,252

Total Assets

7,884,654

6,619,575

7,775,949

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

675,445

640,446

755,889

Current portion of long-term debt

8,383

7,057

7,691

Accrued compensation and benefits

230,559

215,643

287,398

Accrued losses

32,995

33,568

36,701

Other accrued liabilities

391,052

346,747

379,768

Total current liabilities

1,338,434

1,243,461

1,467,447

Long-Term Liabilities

Long-term debt, less current maturities

2,547,104

2,090,182

2,638,922

Operating lease liabilities

342,845

296,861

317,334

Other long-term liabilities

245,022

224,270

241,117

Deferred income taxes

263,129

89,019

224,347

Total long-term liabilities

3,398,100

2,700,332

3,421,720

Total liabilities

4,736,534

3,943,793

4,889,167

Stockholders’ Equity

Preferred stock; none issued

—

Common stock (outstanding 127,873; 128,423; 128,269)

1,279

1,284

1,283

Paid-in capital

1,202,259

1,172,247

1,177,796

Treasury stock, at cost

(1,009,239

)

(934,470

)

(953,856

)

Accumulated other comprehensive (loss)

(478,803

)

(598,290

)

(533,631

)

Retained earnings

3,431,151

3,033,505

3,193,764

Total RPM International Inc. stockholders’ equity

3,146,647

2,674,276

2,885,356

Noncontrolling interest

1,473

1,506

1,426

Total equity

3,148,120

2,675,782

2,886,782

Total Liabilities and Stockholders’ Equity

7,884,654

6,619,575

7,775,949

RPM Reports Results for Fiscal 2026 3rd Quarter

April 8, 2026

Page

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

(Unaudited)

Nine Months Ended

February 28,

2026

2025

Cash Flows From Operating Activities:

Net income

440,928

464,318

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

155,798

140,092

Fair value adjustments to contingent earnout obligations

(12,707

)

—

Deferred income taxes

22,656

(47,012

)

Stock-based compensation expense

24,459

21,494

Net (gain) on marketable securities

(17,816

)

(5,125

)

Net (gain) on sales of assets and businesses

(4,675

)

—

Other

(466

)

(635

)

Changes in assets and liabilities, net of effect from purchases and sales of businesses:

Decrease in receivables

306,900

302,429

(Increase) in inventory

(53,983

)

(96,539

)

(Increase) in prepaid expenses and other current and long-term assets

(1,460

)

(35,973

)

(Decrease) increase in accounts payable

(85,142

)

5,174

(Decrease) in accrued compensation and benefits

(60,180

)

(82,118

)

(Decrease) increase in accrued losses

(4,327

)

1,383

(Decrease) in other accrued liabilities

(53,313

)

(48,476

)

Cash Provided By Operating Activities

656,672

619,012

Cash Flows From Investing Activities:

Capital expenditures

(159,639

)

(158,924

)

Acquisition of businesses, net of cash acquired

(161,553

)

(127,325

)

Purchase of marketable securities

(27,570

)

(77,640

)

Proceeds from sales of marketable securities

16,918

59,460

Proceeds from sales of assets and businesses, net

18,199

—

Other

(10

)

(1,236

)

Cash (Used For) Investing Activities

(313,655

)

(305,665

)

Cash Flows From Financing Activities:

Additions to long-term and short-term debt

49,000

104,047

Reductions of long-term and short-term debt

(153,489

)

(136,379

)

Cash dividends

(202,789

)

(190,064

)

Repurchases of common stock

(52,500

)

(52,499

)

Shares of common stock returned for taxes

(3,336

)

(17,140

)

Payment of acquisition-related contingent consideration

—

(1,122

)

Other

(2,891

)

(1,014

)

Cash (Used For) Financing Activities

(366,005

)

(294,171

)

Effect of Exchange Rate Changes on Cash and Cash Equivalents

15,057

(14,660

)

Net Change in Cash and Cash Equivalents

(7,931

)

4,516

Cash and Cash Equivalents at Beginning of Period

302,137

237,379

Cash and Cash Equivalents at End of Period

294,206

241,895

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