8-K
RPM INTERNATIONAL INC/DE/ (RPM)
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<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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<br>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<br> <br>Vice President, General Counsel,<br> <br>Chief Compliance Officer and Secretary |
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<br> |
|---|---|
| • | Third-quarter net income of $51.4 million, diluted EPS of $0.40, and EBIT of $84.1 million<br> |
| --- | --- |
| • | Record third-quarter adjusted diluted EPS of $0.57, an increase of 62.9% compared to the prior-year and record<br>adjusted EBIT of $116.4 million, an increase of 48.8% compared to the prior-year |
| --- | --- |
| • | Reaffirming fiscal 2026 fourth-quarter sales guidance of<br>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, | February 28, | |||||||
| 2026 | 2025 | Change | % Change | ||||||
| Net Sales | $ | 1,607,949 | $ | 1,476,562 | 8.9 | % | |||
| Net Income Attributable to RPM Stockholders | 51,364 | 52,034 | ) | (1.3 | %) | ||||
| Diluted Earnings Per Share (EPS) | 0.40 | 0.40 | 0.0 | % | |||||
| Income Before Income Taxes (IBT) | 69,307 | 40,951 | 69.2 | % | |||||
| Earnings Before Interest and Taxes (EBIT) | 84,075 | 62,678 | 34.1 | % | |||||
| Adjusted EBIT^(1)^ | 116,400 | 78,236 | 48.8 | % | |||||
| Adjusted Diluted EPS^(1)^ | 0.57 | 0.35 | 62.9 | % |
All values are in US Dollars.
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See tables below titled<br>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 2
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, | February 28, | ||||||
| 2026 | 2025 | Change | % Change | |||||
| Net Sales | $ | 546,665 | $ | 494,845 | 10.5 | % | ||
| Income Before Income Taxes | 22,884 | 8,065 | 183.7 | % | ||||
| EBIT | 23,612 | 8,607 | 174.3 | % | ||||
| Adjusted EBIT^(1)^ | 30,312 | 10,873 | 178.8 | % |
All values are in US Dollars.
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled<br>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 3
Performance Coatings Group
| Three Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| $ in 000s | February 28, | February 28, | ||||||
| 2026 | 2025 | Change | % Change | |||||
| Net Sales | $ | 496,829 | $ | 458,420 | 8.4 | % | ||
| Income Before Income Taxes | 61,025 | 53,792 | 13.4 | % | ||||
| EBIT | 60,051 | 52,963 | 13.4 | % | ||||
| Adjusted EBIT^(1)^ | 66,786 | 55,663 | 20.0 | % |
All values are in US Dollars.
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled<br>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, | February 28, | ||||||
| 2026 | 2025 | Change | % Change | |||||
| Net Sales | $ | 564,455 | $ | 523,297 | 7.9 | % | ||
| Income Before Income Taxes | 45,750 | 44,139 | 3.6 | % | ||||
| EBIT | 45,730 | 44,405 | 3.0 | % | ||||
| Adjusted EBIT^(1)^ | 58,518 | 50,883 | 15.0 | % |
All values are in US Dollars.
| (1) | Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled<br>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 4
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<br>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.<br> |
| --- | --- |
| • | The company returned $255.3 million to stockholders through cash dividends and share repurchases, an<br>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<br>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<br>used to finance acquisitions. |
|---|---|
| • | Total liquidity, including cash and committed revolving credit facilities, was $1.02 billion, compared to<br>$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<br>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<br>compared to prior-year record results. |
|---|---|
| • | Reaffirming consolidated adjusted EBIT to be up low- to<br>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 5
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 ofNon-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 6
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 7
CONSOLIDATED STATEMENTS OF INCOME
IN THOUSANDS, EXCEPT PER SHARE DATA
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| February 28, | February 28, | February 28, | 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 | $ | 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 8
SUPPLEMENTAL SEGMENT INFORMATION
IN THOUSANDS
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| February 28, | February 28, | February 28, | 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) | 20 | (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<br>(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<br>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<br>(Expense), Net. | |||||||||||
| --- | --- | |||||||||||
| (c) | EBIT is defined as earnings (loss) before interest and taxes, with Adjusted EBIT provided for the purpose of<br>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<br>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<br>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<br>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<br>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.<br>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<br>predictive of potential future results. | |||||||||||
| --- | --- |
RPM Reports Results for Fiscal 2026 3rd Quarter
April 8, 2026
Page 9
| (d) | Reflects restructuring and other charges, which have been incurred in relation to our Margin Achievement Plan<br>(“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<br>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<br>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<br>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”)”<br>depending on the nature of the expense. |
| --- | --- |
| • | 2026 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and<br>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<br>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<br>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<br>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<br>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<br>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<br>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<br>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, | February 28, | February 28, | 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<br>Sales”. | ||||||||
| --- | --- | ||||||||
| (f) | Fiscal 2026 reflects gains recorded in “SG&A” associated with the divestiture of a product line<br>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<br>warranty business which was sold in fiscal 2023. | ||||||||
| --- | --- | ||||||||
| (g) | A fair value adjustment of the earn-out liability associated with the<br>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<br>was divested in FY23. | ||||||||
| --- | --- |
RPM Reports Results for Fiscal 2026 3rd Quarter
April 8, 2026
Page 10
SUPPLEMENTAL INFORMATION
RECONCILIATION OF “REPORTED” TO “ADJUSTED” AMOUNTS
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| February 28, | February 28, | February 28, | 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 | **** | $ | 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<br>(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<br>(“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<br>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<br>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<br>restructuring activities recorded in “Cost of Sales” and accelerated depreciation and amortization recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)”<br>depending on the nature of the expense. | |||||||||||
| --- | --- | |||||||||||
| • | 2026 Restructuring and other related expense, net: Includes charges incurred related to headcount reductions and<br>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<br>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<br>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<br>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<br>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<br>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<br>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<br>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<br>Sales”. | |||||||||||
| --- | --- | |||||||||||
| (f) | A fair value adjustment of the earn-out liability associated with the<br>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<br>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<br>operations. | |||||||||||
| --- | --- | |||||||||||
| (h) | U.S. foreign tax credits recognized as a result of global cash redeployment and debt optimization projects, as<br>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<br>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 11
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<br>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 12
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS
(Unaudited)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| February 28, | 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 | **** |