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Form 8-K

sec.gov

8-K — RPM INTERNATIONAL INC/DE/

Accession: 0001193125-26-414916

Filed: 2026-10-06

Period: 2026-10-06

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 — d80757d8k.htm (Primary)

EX-99.1 (d80757dex991.htm)

EX-99.2 (d80757dex992.htm)

GRAPHIC (g80757dsp005.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d80757d8k.htm · Sequence: 1

8-K

RPM INTERNATIONAL INC/DE/ false 0000110621 0000110621 2026-10-06 2026-10-06

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) October 6, 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, Medina, Ohio

44256

(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 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 October 6, 2026, RPM International Inc. (the “Company”) issued a press release announcing its first 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. Financial information supplemental to the press release is furnished with this Current Report on Form 8-K as Exhibit 99.2.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release of the Company, dated October 6, 2026, announcing the Company’s first quarter results.

99.2

Supplemental Financial Information

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 October 6, 2026

/s/ Tracy D. Crandall

Tracy D. Crandall

Vice President, General Counsel, Chief Compliance

Officer and Secretary

EX-99.1

EX-99.1

Filename: d80757dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

RPM Reports Record Fiscal 2027 First-Quarter Results

•

Record first-quarter sales of $2.22 billion increased 4.8% compared to the prior year

•

Net income of $256.4 million and diluted EPS of $2.01

•

Record adjusted diluted EPS of $1.98 increased 5.3% and record adjusted EBITDA of $405.5 million increased

4.5% compared to the prior year

•

Fiscal 2027 second-quarter outlook projects sales and adjusted EBITDA to increase in the low- to mid-single-digit range

•

Fiscal 2027 full-year outlook projects sales and adjusted EBITDA to increase in the mid-single-digit range

MEDINA, OH – October 6, 2026 – RPM International Inc. (NYSE:

RPM), a world leader in specialty coatings, sealants and building materials, today reported financial results for its fiscal 2027 first quarter ended August 31, 2026.

Frank C. Sullivan, RPM Chairman and CEO, said, “The resilience of our associates and business model was on full display in the first quarter as we

generated another quarter of record sales and adjusted EBITDA. Solid organic growth in our Performance Coatings Group and Consumer Group, and a focus on manufacturing, procurement and SG&A efficiencies overcame multiple challenges, including raw

material inflation and a temporary slowdown in our Construction Products Group. This record profitability, combined with improved working capital efficiency, also allowed us to generate another quarter of strong operating cash flow, which we are

using to invest in growth opportunities and reward shareholders with dividends and share repurchases.”

First-Quarter 2027 Consolidated Results

Organization and Reporting Update

Effective

June 1, 2026, the company modified its organizational structure to manage and report certain businesses in Latin America in PCG. The businesses generate approximately $143 million in annual revenue and were previously part of CPG and

Consumer Group. Starting with the first fiscal quarter of 2027, results reflect the updated structure for both current and prior periods presented. These changes have no impact on consolidated results. Recast quarterly results for fiscal year 2026

reflecting this change have been provided in a Form 8-K filed with the SEC.

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

2

Consolidated

Three Months Ended

$ in 000s except per share data

August 31,

August 31,

2026

2025

$ Change

% Change

Net Sales

$

2,215,593

$

2,113,743

$

101,850

4.8

%

Net Income Attributable to RPM Stockholders

256,357

227,605

28,752

12.6

%

Diluted EPS

2.01

1.77

0.24

13.6

%

Income Before Income Taxes (IBT)

337,053

298,047

39,006

13.1

%

Adjusted EBITDA (1)

405,457

388,048

17,409

4.5

%

Adjusted Diluted EPS(1)

1.98

1.88

0.10

5.3

%

(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 first-quarter sales were driven

by solid organic growth in the PCG and Consumer segments, including pricing to offset inflation. Acquisitions also contributed to the growth.

Geographically, all emerging market regions generated revenue increases above 20%, fueled by strong demand for engineered solutions used in high-performance

buildings and infrastructure projects and the continued expansion of RPM’s Platform model, which leverages shared regional resources to accelerate growth and improve efficiency. North American growth was driven by PCG and Consumer improvement.

Growth in Europe was driven by acquisitions.

Sales included 3.1% organic growth, 1.6% growth from acquisitions net of divestitures, and a 0.1% tailwind

from foreign currency translation.

Adjusted EBITDA increased to a record, driven by higher sales and MAP operational improvement initiatives, including

SG&A optimization. Healthcare expenses were lower compared to the prior year, driven by procurement efforts to lower prescription drug costs. These gains more than offset higher raw material inflation, warranty expenses from a small European

business that is under review for closure, and bad debt expense from a customer bankruptcy.

Record adjusted diluted EPS was primarily driven by improved

adjusted EBITDA.

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

3

First-Quarter 2027 Segment Sales and Earnings

Construction Products Group

Three Months Ended

$ in 000s

August 31,

August 31,

2026

2025

$ Change

% Change

Net Sales

$

859,209

$

851,997

$

7,212

0.8

%

Income Before Income Taxes

149,110

159,184

(10,074

)

(6.3

%)

Adjusted EBITDA(1)

166,193

183,944

(17,751

)

(9.7

%)

(1)

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

Supplemental Segment Information for details.

Lower than expected CPG sales growth was driven by delayed sales resulting from a

slowdown in the healthcare and education markets, as well as supplier raw material availability issues affecting certain products. The Kalzip acquisition and pricing actions in response to inflation offset these headwinds.

Sales included a 1.7% organic decline and 2.5% growth from acquisitions net of divestitures.

Adjusted EBITDA declined due to lower fixed-cost absorption from reduced volumes, raw material inflation driven by supply shortages, a $4.4 million

increase in bad debt expense related to a customer bankruptcy, and a $6.3 million warranty charge at a small European business under review for closure. SG&A optimization initiatives partially offset these headwinds.

Performance Coatings Group

Three Months Ended

$ in 000s

August 31,

August 31,

2026

2025

$ Change

% Change

Net Sales

$

629,650

$

571,593

$

58,057

10.2

%

Income Before Income Taxes

107,302

86,795

20,507

23.6

%

Adjusted EBITDA(1)

121,073

102,416

18,657

18.2

%

(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, with particular strength in

engineered solutions for high-performance buildings, energy and infrastructure projects including in emerging markets, and food coatings and ingredients. Pricing to offset inflation also contributed to sales growth.

Sales included 7.9% organic growth, a 1.8% increase from acquisitions, and a 0.5% benefit from foreign currency translation.

Record adjusted EBITDA was driven by improved sales, higher volumes resulting in improved fixed-cost leverage, and

SG&A-focused optimization actions, partially offset by higher raw material inflation.

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

4

Consumer Group

Three Months Ended

$ in 000s

August 31,

August 31,

2026

2025

$ Change

% Change

Net Sales

$

726,734

$

690,153

$

36,581

5.3

%

Income Before Income Taxes

132,279

108,837

23,442

21.5

%

Adjusted EBITDA(1)

146,576

138,968

7,608

5.5

%

(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 solid growth across all businesses

and were aided by shelf space wins, new product introductions and pricing to offset inflation, which was higher in the quarter.

Sales included 5.2%

organic growth, 0.3% growth from acquisitions, and a 0.2% headwind from foreign currency translation.

The increase in adjusted EBITDA was driven by sales

growth and higher volumes resulting in improved fixed-cost utilization, and was further aided by MAP operational improvements, including SG&A-focused optimization actions.

Income before taxes included a $10.8 million gain on the sale of a facility that was closed as part of RPM’s MAP 2025 program. This gain has been

excluded from adjusted EBITDA.

Cash Flow and Financial Position

During the first three months of fiscal 2027:

•

Cash provided by operating activities was $263.9 million, compared to $237.5 million in the prior-year

period, with the increase driven by improved working capital efficiency.

•

Capital expenditures were $58.5 million compared to $62.5 million in the prior-year period.

•

The company returned $90.5 million to stockholders through cash dividends and share repurchases, an increase

of 10.2% compared to the prior year.

As of August 31, 2026:

•

Total debt was $2.41 billion compared to $2.67 billion a year ago, with the decrease driven by strong

operating cash flow being used to reduce debt.

•

Total liquidity, including cash and committed revolving credit facilities, was $1.21 billion, compared to

$933.4 million a year ago.

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

5

Investor Day Webcast Information

The company will host an investor day on November 9, 2026, at its Stonhard facility in New Jersey. Scheduled speakers include Frank Sullivan, RPM Chairman

and CEO; David Dennsteadt, RPM President and COO; Russell Gordon, RPM Vice President and CFO; and Gregory Michael, Performance Coatings Group President. The presentation will be provided prior to the event, and a public webcast will be available at

https://www.rpminc.com/investors/presentations-webcasts/. The webcast is expected to start at approximately 12:00 p.m. ET. A replay of the event will be available.

Volteco Acquisition

As previously announced, the company

acquired Volteco, an Italy-based leading supplier of below-grade waterproofing solutions, for its Construction Products Group. Volteco had calendar year 2025 sales of €28 million.

Business Outlook

Sullivan continued, “Segment

trends in the second quarter are expected to be similar to those in the first with the PCG segment leading growth as it benefits from its success with expanding the Platform emerging-market operating model and good

end-market demand. Continued stabilization in the Consumer Group is also anticipated, while CPG demand remains soft. MAP benefits and selling price increases will help to offset gross margin pressure from

higher inflation and start-up costs at new facilities. In the second half of the year, we expect to benefit from the continued implementation of MAP operational improvements and pricing increases to offset

persistent inflation and more challenging comparisons. We also anticipate that CPG will return to positive organic growth by the end of the year.”

The company’s outlook for the fiscal 2027 second quarter is for:

•

Consolidated sales to increase in the low- to mid-single-digit range compared to prior-year results.

•

CPG sales to increase in the low-single-digit range compared to

prior-year results.

•

PCG sales to increase in the mid- to high-single-digit range compared to

prior-year results.

•

Consumer Group sales to increase in the low- to mid-single-digit range compared to prior-year results.

•

Consolidated adjusted EBITDA to increase in the low- to mid-single-digit range compared to prior-year results.

The company’s outlook for fiscal 2027 is

for:

•

Consolidated sales to increase in the mid-single-digit range compared to

prior-year record results. The previous outlook was for 3% to 7% growth.

•

Consolidated adjusted EBITDA to increase in the mid-single-digit range

compared to prior-year record results. The previous outlook was for 5% to 10% growth.

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

6

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 October 6, 2026, until October 13, 2026. The replay can be accessed by

dialing 1-855-669-9658 or

1-412-317-0088 for international callers. The access code is 8131253. 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, FinishWorks, 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 17,500

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, adjusted EBITDA 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 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. Additionally, Management believes that investors’ understanding of the Company’s operating performance is

enhanced by the disclosure of Adjusted EBITDA, which is a non-GAAP financial measure defined as earnings (loss) before interest, taxes, depreciation and amortization adjusted for

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

7

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 adjusted EBITDA, as a performance evaluation measure because Interest Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. Additionally, Adjusted EBITDA is an operating measure that

provides investors with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. For these reasons, we believe Adjusted EBITDA is also

useful to investors as a metric in their investment decisions. The reader is cautioned that the Company’s Adjusted EBITDA should not be compared to other entities unknowingly. Adjusted EBITDA should not be considered an alternative to, or more

meaningful than, income before income taxes as determined in accordance with GAAP. EBIT, adjusted EBIT and adjusted EBITDA may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See

the financial statement section of this earnings release for a reconciliation of EBIT, adjusted EBIT and adjusted EBITDA to income before income taxes, and adjusted earnings per share to earnings per share. We have not provided a reconciliation of

our second-quarter and full-year fiscal 2027 adjusted EBITDA 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 Middle East conflict 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 AI, 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 Annual Report on

Form 10-K for the year ended May 31, 2026, 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 2027 1st Quarter

October 6, 2026

Page

8

CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS, EXCEPT PER SHARE DATA

(Unaudited)

Three Months Ended

August 31,

August 31,

2026

2025

Net Sales

$

2,215,593

$

2,113,743

Cost of Sales

1,301,631

1,220,527

Gross Profit

913,962

893,216

Selling, General & Administrative Expenses

559,768

573,534

Restructuring Expense

5,157

8,814

Interest Expense

25,535

29,326

Investment (Income), Net

(7,518

)

(13,404

)

Other (Income), Net

(6,033

)

(3,101

)

Income Before Income Taxes

337,053

298,047

Provision for Income Taxes

80,427

70,207

Net Income

256,626

227,840

Less: Net Income Attributable to Noncontrolling Interests

269

235

Net Income Attributable to RPM International Inc. Stockholders

$

256,357

$

227,605

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

Stockholders:

Basic

$

2.02

$

1.78

Diluted

$

2.01

$

1.77

Average shares of common stock outstanding - basic

126,744

127,283

Average shares of common stock outstanding - diluted

127,240

127,950

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

9

SUPPLEMENTAL SEGMENT INFORMATION

IN THOUSANDS

(Unaudited)

Three Months Ended

August 31,

August 31,

2026

2025

Net Sales:

CPG Segment

$

859,209

$

851,997

PCG Segment

629,650

571,593

Consumer Segment

726,734

690,153

Total

$

2,215,593

$

2,113,743

Income Before Income Taxes:

CPG Segment

Income Before Income Taxes (a)

$

149,110

$

159,184

Interest (Expense), Net (b)

(896

)

(1,623

)

EBIT (c)

150,006

160,807

MAP initiatives (d)

1,292

5,180

(Gain) on acquisition earn-out fair value adjustments (f)

(4,700

)

—

Adjusted EBIT

146,598

165,987

Depreciation (h)

16,928

15,431

Amortization (i)

2,667

2,526

Adjusted EBITDA (j)

$

166,193

$

183,944

PCG Segment

Income Before Income Taxes (a)

$

107,302

$

86,795

Interest Income, Net (b)

1,716

1,730

EBIT (c)

105,586

85,065

MAP initiatives (d)

2,503

4,937

Inventory step-up costs (e)

57

—

(Gain) on acquisition earn-out fair value adjustments (f)

(245

)

—

Adjusted EBIT

107,901

90,002

Depreciation (h)

9,883

9,382

Amortization (i)

3,289

3,032

Adjusted EBITDA (j)

$

121,073

$

102,416

Consumer Segment

Income Before Income Taxes (a)

$

132,279

$

108,837

Interest (Expense), Net (b)

(118

)

(272

)

EBIT (c)

132,397

109,109

MAP initiatives (d)

(4,930

)

3,752

Inventory step-up costs (e)

—

7,117

Adjusted EBIT

127,467

119,978

Depreciation (h)

13,110

13,203

Amortization (i)

5,999

5,787

Adjusted EBITDA (j)

$

146,576

$

138,968

Corporate/Other

(Loss) Before Income Taxes (a)

$

(51,638

)

$

(56,769

)

Interest (Expense), Net (b)

(18,719

)

(15,757

)

EBIT (c)

(32,919

)

(41,012

)

MAP initiatives (d)

2,573

2,837

Deferred compensation (g)

1,120

—

Adjusted EBIT

(29,226

)

(38,175

)

Depreciation (h)

803

772

Amortization (i)

38

123

Adjusted EBITDA (j)

$

(28,385

)

$

(37,280

)

TOTAL CONSOLIDATED

Income Before Income Taxes (a)

$

337,053

$

298,047

Interest (Expense)

(25,535

)

(29,326

)

Investment Income, Net

7,518

13,404

EBIT (c)

355,070

313,969

MAP initiatives (d)

1,438

16,706

Inventory step-up costs (e)

57

7,117

(Gain) on acquisition earn-out fair value adjustments (f)

(4,945

)

—

Deferred compensation (g)

1,120

—

Adjusted EBIT

352,740

337,792

Depreciation (h)

40,724

38,788

Amortization (i)

11,993

11,468

Adjusted EBITDA (j)

$

405,457

$

388,048

(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, Adjusted EBIT and Adjusted EBITDA.

(b)

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

(Expense), Net.

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

10

(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.

EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.

(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 $0.7 million and $8.8 million for the three months ended August 31, 2026 and August 31, 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 and other early stage MAP 3.0 actions recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring

Expense related to the 2026 restructuring action totaled $4.5 million for the quarter ended August 31, 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” or “SG&A” depending on the nature of the expense. Other related expenses

also includes inventory write-offs in connection with restructuring activities recorded in “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.

- (Gain) on sale of closed facilities, net: Net gain recognized related to the sale of certain properties within the PCG and Consumer Segments

which were closed as part of the MAP 2025 program.

Included below is a reconciliation of the TOTAL CONSOLIDATED MAP initiatives.

Three Months Ended

August 31,

August 31,

2026

2025

MAP 2025 Restructuring and other related expense, net

$

732

$

10,599

2026 Restructuring and other related expense, net

5,522

—

ERP consolidation plan

1,809

2,966

Professional fees

4,128

3,141

(Gain) on sale of closed facilities, net

(10,753

)

—

MAP initiatives

$

1,438

$

16,706

(e)

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

Sales”.

(f)

Fair value adjustments of the earn-out liabilities associated with two

small acquisitions, which were recorded in “SG&A”. Management does not consider these gains to be reflective of the company’s core business operations.

(g)

This adjustment eliminates the compensation expense impact from market valuation changes in deferred

compensation liabilities. Although not included in this schedule, the company also adjusts the related net gains (losses) on investments used as economic hedges against the related liabilities. The liabilities are adjusted based on the performance

of hypothetical investments selected by participants. Management believes it is useful to offset the non-operating investment income (loss) of the investments against the related compensation expense and

remove the net impact to help the reader’s ability to understand the company’s core operating results and to increase comparability period to period.

(h)

Depreciation expense includes charges to income that result from property, plant and equipment depreciation and

the amortization of assets recorded under finance leases recorded within “Cost of Sales” or “SG&A” depending on the nature of the expense. This excludes accelerated depreciation related to MAP initiatives.

(i)

Amortization expense includes intangible asset amortization as well as amortization of deferred cloud computing

implementation costs.

(j)

Management believes that investors’ understanding of the Company’s operating performance is

enhanced by the disclosure of Adjusted EBITDA, which is a non-GAAP financial measure defined as earnings (loss) before interest, taxes, depreciation and amortization adjusted 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 adjusted EBITDA, as a performance evaluation measure because Interest

Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. Additionally, Adjusted EBITDA is an operating measure that provides investors with a measure of operating results unaffected by differences in

capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. For these reasons, we believe Adjusted EBITDA is also useful to investors as a metric in their investment decisions. The reader is

cautioned that the Company’s Adjusted EBITDA should not be compared to other entities unknowingly. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with

GAAP.

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

11

SUPPLEMENTAL INFORMATION

RECONCILIATION OF “REPORTED” TO “ADJUSTED” AMOUNTS

(Unaudited)

Three Months Ended

August 31,

August 31,

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

$

2.01

$

1.77

MAP initiatives (d)

0.01

0.10

Inventory step-up costs (e)

—

0.04

(Gain) on acquisition earn-out fair value adjustments

(f)

(0.03

)

—

Investment returns (g)

(0.01

)

(0.03

)

Adjusted Earnings per Diluted Share (k)

$

1.98

$

1.88

(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 $0.7 million and $8.8 million for the three months ended August 31, 2026 and August 31, 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 and other early stage MAP 3.0 actions recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring

Expense related to the 2026 restructuring action totaled $4.5 million for the quarter ended August 31, 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” or “SG&A” depending on the nature of the expense. Other related expenses

also includes inventory write-offs in connection with restructuring activities recorded in “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.

- (Gain) on sale of closed facilities, net: Net gain recognized related to the sale of certain properties within the PCG and Consumer Segments

which were closed as part of the MAP 2025 program.

(e)

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

Sales”.

(f)

Fair value adjustments of the earn-out liabilities associated with two

small acquisitions, which were recorded in “SG&A”. Management does not consider these gains 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.

(k)

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 2027 1st Quarter

October 6, 2026

Page

12

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS

(Unaudited)

August 31, 2026

August 31, 2025

May 31, 2026

Assets

Current Assets

Cash and cash equivalents

$

312,842

$

297,075

$

315,188

Trade accounts receivable

1,556,199

1,515,499

1,700,717

Allowance for doubtful accounts

(38,236

)

(42,506

)

(39,179

)

Net trade accounts receivable

1,517,963

1,472,993

1,661,538

Inventories

1,140,432

1,068,183

1,058,911

Prepaid expenses and other current assets

405,141

365,271

423,198

Total current assets

3,376,378

3,203,522

3,458,835

Property, Plant and Equipment, at Cost

2,952,267

2,805,421

2,919,058

Allowance for depreciation

(1,399,118

)

(1,306,637

)

(1,362,540

)

Property, plant and equipment, net

1,553,149

1,498,784

1,556,518

Other Assets

Goodwill

1,686,520

1,657,612

1,688,164

Other intangible assets, net of amortization

813,600

832,195

824,638

Operating lease

right-of-use assets

389,937

394,831

396,936

Deferred income taxes

113,035

147,436

116,474

Other

298,019

210,165

303,040

Total other assets

3,301,111

3,242,239

3,329,252

Total Assets

$

8,230,638

$

7,944,545

$

8,344,605

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

$

889,731

$

762,013

$

853,524

Current portion of long-term debt

407,497

7,434

407,834

Accrued compensation and benefits

185,200

189,846

307,299

Accrued losses

49,019

30,749

51,258

Other accrued liabilities

391,253

424,834

441,148

Total current liabilities

1,922,700

1,414,876

2,061,063

Long-Term Liabilities

Long-term debt, less current maturities

1,999,028

2,661,990

2,125,690

Operating lease liabilities

334,729

340,420

341,283

Other long-term liabilities

256,569

243,524

258,641

Deferred income taxes

237,280

227,141

244,823

Total long-term liabilities

2,827,606

3,473,075

2,970,437

Total liabilities

4,750,306

4,887,951

5,031,500

Stockholders’ Equity

Preferred stock; none issued

—

—

—

Common stock (outstanding 127,554; 128,219; 127,643)

1,276

1,282

1,276

Paid-in capital

1,220,252

1,183,272

1,210,651

Treasury stock, at cost

(1,067,754

)

(973,372

)

(1,036,645

)

Accumulated other comprehensive (loss)

(446,690

)

(512,832

)

(447,200

)

Retained earnings

3,771,739

3,356,848

3,583,451

Total RPM International Inc. stockholders’ equity

3,478,823

3,055,198

3,311,533

Noncontrolling interest

1,509

1,396

1,572

Total equity

3,480,332

3,056,594

3,313,105

Total Liabilities and Stockholders’ Equity

$

8,230,638

$

7,944,545

$

8,344,605

RPM Reports Results for Fiscal 2027 1st Quarter

October 6, 2026

Page

13

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

(Unaudited)

Three Months Ended

August 31,

August 31,

2026

2025

Cash Flows From Operating Activities:

Net income

$

256,626

$

227,840

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

Depreciation and amortization

53,075

51,464

Fair value adjustments to contingent earnout obligations

(4,945

)

—

Deferred income taxes

(3,817

)

1,304

Stock-based compensation expense

9,601

5,475

Net (gain) on marketable securities

(2,032

)

(8,673

)

Net (gain) of sales of assets

(10,505

)

—

Other

244

(324

)

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

Decrease in receivables

142,204

49,331

(Increase) in inventory

(81,609

)

(16,005

)

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

(9,868

)

(18,051

)

Increase in accounts payable

57,344

7,810

(Decrease) in accrued compensation and benefits

(121,260

)

(99,296

)

(Decrease) in accrued losses

(2,320

)

(6,098

)

(Decrease) increase in other accrued liabilities

(18,802

)

42,733

Cash Provided By Operating Activities

263,936

237,510

Cash Flows From Investing Activities:

Capital expenditures

(58,505

)

(62,461

)

Acquisition of businesses, net of cash acquired

—

(115,695

)

Purchase of marketable securities

(10,243

)

(6,283

)

Proceeds from sales of marketable securities

1,526

1,525

Proceeds from sales of assets

27,634

—

Other

(238

)

523

Cash (Used For) Investing Activities

(39,826

)

(182,391

)

Cash Flows From Financing Activities:

Additions to long-term and short-term debt

148,886

35,000

Reductions of long-term and short-term debt

(276,448

)

(14,972

)

Cash dividends

(68,069

)

(64,521

)

Repurchases of common stock

(22,386

)

(17,500

)

Shares of common stock returned for taxes

(8,987

)

(1,921

)

Other

(278

)

(221

)

Cash (Used For) Financing Activities

(227,282

)

(64,135

)

Effect of Exchange Rate Changes on Cash and Cash Equivalents

826

3,954

Net Change in Cash and Cash Equivalents

(2,346

)

(5,062

)

Cash and Cash Equivalents at Beginning of Period

315,188

302,137

Cash and Cash Equivalents at End of Period

$

312,842

$

297,075

EX-99.2

EX-99.2

Filename: d80757dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

SUPPLEMENTAL SEGMENT INFORMATION

IN THOUSANDS

(Unaudited)

Three Months Ended

Year Ended

August 31,

November 30,

February 28,

May 31,

May 31,

2025

2025

2026

2026

2026

Net Sales:

CPG Segment

$

851,997

$

706,304

$

518,531

$

865,203

$

2,942,035

PCG Segment

571,593

569,650

528,053

605,679

2,274,975

Consumer Segment

690,153

633,941

561,365

760,953

2,646,412

Total

$

2,113,743

$

1,909,895

$

1,607,949

$

2,231,835

$

7,863,422

Income Before Income Taxes:

CPG Segment

Income Before Income Taxes (a)

$

159,184

$

91,007

$

20,008

$

162,191

$

432,390

Interest (Expense), Net (b)

(1,623

)

(1,871

)

(1,516

)

(995

)

(6,005

)

EBIT (c)

160,807

92,878

21,524

163,186

438,395

MAP initiatives (d)

5,180

3,500

6,701

7,236

22,617

Inventory step-up costs (e)

—

—

—

102

102

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

—

(400

)

—

—

(400

)

Adjusted EBIT

165,987

95,978

28,225

170,524

460,714

Depreciation (j)

15,431

16,132

15,643

17,615

64,821

Amortization (k)

2,526

2,548

2,598

2,700

10,372

Adjusted EBITDA (l)

$

183,944

$

114,658

$

46,466

$

190,839

$

535,907

PCG Segment

Income Before Income Taxes (a)

$

86,795

$

86,018

$

63,345

$

89,348

$

325,506

Interest Income, Net (b)

1,730

1,915

1,865

1,556

7,066

EBIT (c)

85,065

84,103

61,480

87,792

318,440

MAP initiatives (d)

4,937

2,022

6,921

2,571

16,451

Inventory step-up costs (e)

—

41

101

49

191

(Gain) on acquisition earn-out fair value

adjustment (g)

—

—

—

(1,710

)

(1,710

)

Environmental expense for a closed facility (h)

—

—

—

1,000

1,000

Adjusted EBIT

90,002

86,166

68,502

89,702

334,372

Depreciation (j)

9,382

9,381

9,545

10,121

38,429

Amortization (k)

3,032

3,134

3,216

3,340

12,722

Adjusted EBITDA (l)

$

102,416

$

98,681

$

81,263

$

103,163

$

385,523

Consumer Segment

Income Before Income Taxes (a)

$

108,837

$

99,908

$

46,306

$

106,870

$

361,921

Interest (Expense), Net (b)

(272

)

(118

)

(83

)

(251

)

(724

)

EBIT (c)

109,109

100,026

46,389

107,121

362,645

MAP initiatives (d)

3,752

1,206

12,500

6,224

23,682

Inventory step-up costs (e)

7,117

786

—

—

7,903

(Gain) on acquisition earn-out fair value adjustments

(g)

—

(12,707

)

—

—

(12,707

)

Property, plant and equipment impairment (i)

—

—

—

9,721

9,721

Adjusted EBIT

119,978

89,311

58,889

123,066

391,244

Depreciation (j)

13,203

13,432

13,943

14,336

54,914

Amortization (k)

5,787

5,896

6,001

5,948

23,632

Adjusted EBITDA (l)

$

138,968

$

108,639

$

78,833

$

143,350

$

469,790

Corporate/Other

(Loss) Before Income Taxes (a)

$

(56,769

)

$

(65,938

)

$

(60,352

)

$

(66,418

)

$

(249,477

)

Interest (Expense), Net (b)

(15,757

)

(17,905

)

(15,034

)

(16,296

)

(64,992

)

EBIT (c)

(41,012

)

(48,033

)

(45,318

)

(50,122

)

(184,485

)

MAP initiatives (d)

2,837

3,210

6,102

5,430

17,579

Adjusted EBIT

(38,175

)

(44,823

)

(39,216

)

(44,692

)

(166,906

)

Depreciation (j)

772

741

767

808

3,088

Amortization (k)

123

124

66

38

351

Adjusted EBITDA (l)

$

(37,280

)

$

(43,958

)

$

(38,383

)

$

(43,846

)

$

(163,467

)

TOTAL CONSOLIDATED

Income Before Income Taxes (a)

$

298,047

$

210,995

$

69,307

$

291,991

$

870,340

Interest (Expense)

(29,326

)

(28,005

)

(26,947

)

(27,266

)

(111,544

)

Investment Income, Net

13,404

10,026

12,179

11,280

46,889

EBIT (c)

313,969

228,974

84,075

307,977

934,995

MAP initiatives (d)

16,706

9,938

32,224

21,461

80,329

Inventory step-up costs (e)

7,117

827

101

151

8,196

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

—

(400

)

—

—

(400

)

(Gain) on acquisition earn-out fair value

adjustments (g)

—

(12,707

)

—

(1,710

)

(14,417

)

Environmental expense for a closed facility (h)

—

—

—

1,000

1,000

Property, plant and equipment impairment (i)

—

—

—

9,721

9,721

Adjusted EBIT

337,792

226,632

116,400

338,600

1,019,424

Depreciation (j)

38,788

39,686

39,898

42,880

161,252

Amortization (k)

11,468

11,702

11,881

12,026

47,077

Adjusted EBITDA (l)

$

388,048

$

278,020

$

168,179

$

393,506

$

1,227,753

(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, Adjusted EBIT and Adjusted EBITDA.

(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.

EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.

(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 $8.8 million, $4.5 million, $3.0 million and $1.9 million for the quarters ended August 31, 2025, November 30, 2025, February 28, 2026 and May 31, 2026 respectively and $18.2 million for

the year ended May 31, 2026. 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 and other early stage MAP 3.0 actions recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense related to

the 2026 restructuring action totaled $16.9 million and $7.5 million for the quarters ended February 28, 2026 and May 31, 2026 respectively and $24.4 million for the year ended May 31, 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” or “SG&A” depending on the nature of the expense. Other related expenses also includes inventory write-offs in connection with restructuring activities recorded in “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.

- (Gain) on sale of closed facilities, net: Net gain recognized related to the sale of certain properties within the PCG and Consumer Segments

which were closed as part of the MAP 2025 program.

Included below is a reconciliation of the TOTAL CONSOLIDATED MAP initiatives.

Three Months Ended

Year Ended

August 31,

2025

November 30,

2025

February 28,

2026

May 31,

2026

May 31,

2026

MAP 2025 Restructuring and other related expense, net

$

10,599

$

6,637

$

3,132

$

2,691

$

23,059

2026 Restructuring and other related expense, net

—

—

22,110

9,972

32,082

ERP consolidation plan

2,966

4,440

3,643

2,690

13,739

Professional fees

3,141

3,201

3,229

7,749

17,320

(Gain) loss on sale of closed facilities, net

—

(4,340

)

110

(1,641

)

(5,871

)

MAP initiatives

$

16,706

$

9,938

$

32,224

$

21,461

$

80,329

(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.

(g)

Fair value adjustments of the earn-out liabilities associated with the

Star Brands Group acquisition, as well as one other smaller acquisition, which were recorded in “SG&A”. Management does not consider these gains to be reflective of the company’s core business operations.

(h)

Environmental remediation costs related to a facility that has not been owned or operated for approximately 25

years.

(i)

Impairment charges related to property, plant and equipment in two asset groups within the Color Group

reporting unit of our Consumer segment as a result of reduced cash flow projections in the coming years due to soft end markets.

(j)

Depreciation expense includes charges to income that result from property, plant and equipment depreciation and

the amortization of assets recorded under finance leases recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)” depending on the nature of the expense. This excludes

accelerated depreciation related to MAP initiatives.

(k)

Amortization expense includes intangible asset amortization as well as amortization of deferred cloud computing

implementation costs.

(l)

Management believes that investors’ understanding of the Company’s operating performance is

enhanced by the disclosure of Adjusted EBITDA, which is a non-GAAP financial measure defined as earnings (loss) before interest, taxes, depreciation and amortization adjusted 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 adjusted EBITDA, as a performance evaluation measure because Interest

Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. Additionally, Adjusted EBITDA is an operating measure that provides investors with a measure of operating results unaffected by differences in

capital structures, capital investment cycles and ages of related assets among otherwise comparable companies. For these reasons, we believe Adjusted EBITDA is also useful to investors as a metric in their investment decisions. The reader is

cautioned that the Company’s Adjusted EBITDA should not be compared to other entities unknowingly. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with

GAAP.

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