8-K

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): November 3, 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)	(I.R.S. Employer Identification No.)
101 West Prospect Avenue
Cleveland,	Ohio		44115-1075
(Address of principal executive offices)			(Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)

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<br><br>Symbol(s)	Name of each exchange<br><br>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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2025, Allen J. Mistysyn, Senior Vice President – Finance and Chief Financial Officer (“SVP – Finance and CFO”) and principal financial officer of The Sherwin-Williams Company (“Sherwin-Williams” or the “Company”), notified Sherwin-Williams of his decision to retire from his position as SVP – Finance and CFO, effective as of the close of business on December 31, 2025. Mr. Mistysyn will assume a short-term non-officer position at Sherwin-Williams following such date.

On November 3, 2025, the Board of Directors of Sherwin-Williams elected Benjamin E. Meisenzahl, 44, to serve as SVP – Finance and CFO and principal financial officer of Sherwin-Williams, effective January 1, 2026. Mr. Meisenzahl has served as Senior Vice President – Finance of Sherwin-Williams since May 2023. Mr. Meisenzahl previously served as Senior Vice President – Finance Transformation from March 2021 to May 2023 and as Senior Vice President – Financial Excellence Initiatives, Performance Coatings Group from August 2020 to March 2021. Prior to that, Mr. Meisenzahl served as Vice President – Finance, Industrial Wood Division, Performance Coatings Group from March 2018 to August 2020, and in various roles of increasing responsibility since joining Sherwin-Williams in January 2004.

Effective January 1, 2026, in connection with his election as SVP – Finance and CFO, Mr. Meisenzahl will receive an annual base salary of $800,000 and will participate in the Company’s 2026 annual cash incentive compensation program with a target award level of 100% of his annual base salary and a maximum award level of 200% of his annual base salary. Mr. Meisenzahl will enter into Sherwin-Williams’ standard form of officer change in control severance agreement commensurate with this position (the “Severance Agreement”). The Severance Agreement will provide for the payment of a prorated annual bonus upon a change in control, and in the event of a termination of employment by Sherwin-Williams (other than for cause or by reason of death or disability) or by Mr. Meisenzahl for good reason, within the two-year period after a change in control, the payment or provision of the following: (i) 2.5 times the sum of base salary and annual bonus; (ii) 18 months of continued health care benefits; and (iii) outplacement services (not to exceed 10% of base salary), as more fully described in Sherwin-Williams’ definitive proxy statement filed on March 6, 2025 (the “2025 Proxy Statement”). Mr. Meisenzahl is also expected to participate in the other components of Sherwin-Williams’ executive compensation program, which are described in the 2025 Proxy Statement.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Meisenzahl and any of Sherwin-Williams’ directors or executive officers or persons nominated or chosen to become a director or executive officer. There was no arrangement or understanding between Mr. Meisenzahl and any other persons pursuant to which Mr. Meisenzahl was selected as an officer, and Mr. Meisenzahl does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release of The Sherwin-Williams Company, dated November 3, 2025.
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
November 3, 2025	By:	/s/ Stephen J. Perisutti
	Name:	Stephen J. Perisutti
	Title:	Senior Vice President - Deputy General Counsel and Assistant Secretary

Document

						Exhibit 99.1
NEWS
The Sherwin-Williams Company	•	101 W. Prospect Avenue	•	Cleveland, Ohio 44115	•	(216) 566-2000

Sherwin-Williams Board of Directors Elects Benjamin E. Meisenzahl as CFO Effective January 1, 2026

Selection is the result of a disciplined succession process to ensure a seamless transition focused on continued profitable growth, disciplined capital allocation and financial excellence

CLEVELAND, November 3, 2025 – The Sherwin-Williams Company (NYSE: SHW) announced today that its Board of Directors has elected Benjamin E. Meisenzahl to serve as the Company’s next Chief Financial Officer (CFO), effective January 1, 2026. Mr. Meisenzahl, 44, has served as Senior Vice President – Finance for the last two and a half years and brings 22 years of overall Sherwin-Williams experience to his new role. He will assume the CFO duties currently held by Allen J. Mistysyn, 57, who will assume a short-term transition role before retiring after 35 years of dedicated service to the Company.

“Ben is a dedicated, highly capable and globally experienced Sherwin-Williams executive who is extremely well-prepared to be the next CFO of Sherwin-Williams,” said Sherwin-Williams Chair, President and Chief Executive Officer, Heidi G. Petz. “He is well-deserving of this promotion and brings a deep understanding of our people, culture, businesses, customers and investors to his new role. In his current position as Senior Vice President – Finance, Ben has led several crucial corporate functions while driving accountability and execution of our enterprise priorities, and of equal importance, serving as an outstanding business partner to me and our entire global leadership team. Ben and I are highly aligned on executing our strategy and outperforming the market, which we expect will continue to create sustained value for our customers, shareholders and employees for years to come.”

“I also want to congratulate Al on his outstanding 35-year career at Sherwin-Williams as he leaves us with an incredibly strong foundation that is well-positioned for the future,” continued Ms. Petz. “We are grateful for Al’s steady leadership as CFO during one of the most challenging periods in the Company’s history, including the purchase and integration of Valspar, the Company’s largest ever acquisition, a global pandemic, an industry-wide supply chain crisis, and the construction of our new global headquarters and R&D facilities, among many others. Sherwin-Williams market capitalization more than tripled during Al’s time as CFO, and his relentless focus on delivering results for all our stakeholders will continue to inspire us for years to come. We wish him a long and healthy retirement with his family.”

Mr. Meisenzahl has held multiple roles of increasing responsibility over his 22-year career with Sherwin-Williams, including his current role as Senior Vice President – Finance where he leads the Company’s Treasury, Tax, Finance Transformation and Global Business Services functions. His experience also includes global finance and operational roles in the Company’s Paint Stores

Group, Performance Coatings Group and Global Supply Chain. He began his career at Sherwin-Williams as an internal auditor.

“The selection of Ben as CFO is the result of a deliberate and thoughtful process to ensure a seamless transition that focuses on continued profitable growth, disciplined capital allocation and financial excellence,” commented Jeff M. Fettig, Sherwin-Williams Lead Director. “On behalf of the entire Board, we thank Al for his leadership, commitment and dedication to Sherwin-Williams, and we wish him the very best in his retirement.”

Mr. Meisenzahl will report to Ms. Petz and will join a highly experienced senior leadership team which averages 26 years of Sherwin-Williams experience. Justin T. Binns, Karl J. Jorgenrud and Todd D. Rea will continue as leaders of the Company’s reportable segments, and Colin M. Davie will continue to lead the global supply chain organization.

Mr. Meisenzahl holds a bachelor’s degree in finance from Miami University (of Ohio) and serves on the Board of Directors of Cleveland-based non-profit organizations Team NEO and GiGi’s Playhouse.

The Company will conduct a conference call to discuss this announcement at 10:00 a.m. EST on Tuesday, November 4, 2025. To listen to the webcast on the Sherwin-Williams website, click on https://investors.sherwin-williams.com/events-and-presentations/default.aspx, then click on the webcast icon following the reference to the Leadership Webcast. An archived replay of the webcast will be available at this link https://investors.sherwin-williams.com/events-and-presentations/default.aspx beginning approximately two hours after the call ends.

ABOUT THE SHERWIN-WILLIAMS COMPANY

Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of paint, coatings and related products to professional, industrial, commercial, and retail customers. The Company manufactures products under well-known brands such as Sherwin-Williams®, Valspar®, HGTV HOME® by Sherwin-Williams, Dutch Boy®, Krylon®, Minwax®, Thompson’s® WaterSeal®, Cabot® and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams® branded products are sold exclusively through a chain of more than 5,400 Company-operated stores and branches, while the Company’s other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Performance Coatings Group supplies a broad range of highly-engineered solutions for the construction, industrial, packaging and transportation markets in more than 120 countries around the world. Sherwin-Williams shares are traded on the New York Stock Exchange (symbol: SHW). For more information, visit www.sherwin.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of federal securities laws. These forward-looking statements are based upon management's current expectations, predictions, estimates, assumptions and beliefs concerning future events and conditions with respect to Sherwin-Williams. Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside our

control, that could cause actual results to differ materially from such statements and from our historical results, performance and experience. Please refer to the risk factors discussed in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our other reports filed with the SEC. Readers are cautioned that it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as otherwise required by law.

Investor Relations Contacts:

Jim Jaye

Senior Vice President, Investor Relations & Corporate Communications

Sherwin-Williams

Direct: 216.515.8682

investor.relations@sherwin.com

Eric Swanson

Vice President, Investor Relations

Sherwin-Williams

Direct: 216.566.2766

investor.relations@sherwin.com

Media Contact:

Julie Young

Vice President, Global Corporate Communications

Sherwin-Williams

Direct: 216.515.8849

corporatemedia@sherwin.com