Form 8-K

8-K — RPM INTERNATIONAL INC/DE/

Accession: 0001193125-26-311276

Filed: 2026-07-22

Period: 2026-07-17

CIK: 0000110621

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

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d141573d8k.htm (Primary)

EX-99.1 (d141573dex991.htm)

EX-99.2 (d141573dex992.htm)

EX-99.3 (d141573dex993.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d141573d8k.htm · Sequence: 1

8-K

RPM INTERNATIONAL INC/DE/ false 0000110621 0000110621 2026-07-17 2026-07-17

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) July 17, 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 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 July 22, 2026, the Company issued a press release announcing its year-end results for fiscal 2026, 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 5.02

On July 17, 2026, the Company issued a press release announcing that David C. Dennsteadt has been named President and Chief Operating Officer of the Company, effective as of July 17, 2026.

Prior to his appointment as President and Chief Operating Officer, Mr. Dennsteadt had served as the Company’s Executive Vice President. In his new role, Mr. Dennsteadt will additionally provide oversight and leadership to the Company’s operating groups, with the Company’s group presidents now reporting directly to him, in addition to leading strategy and corporate development.

There are no arrangements or understandings between Mr. Dennsteadt and other persons pursuant to which he was selected to serve as President and Chief Operating Officer of the Company, nor are there any family relationships between Mr. Dennsteadt and any of the Company’s directors or executive officers. Mr. Dennsteadt has no material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Frank C. Sullivan, who had been serving as the Company’s Chair, President and Chief Executive Officer, will continue to serve as Chair and Chief Executive Officer.

Further information about Mr. Dennsteadt is available in the Company’s Current Report on Form 8-K, filed on October 8, 2025. A copy of the Press Release announcing Mr. Dennsteadt’s appointment as President and Chief Operating Officer is attached hereto as Exhibit 99.3 and incorporated by reference into this Item 5.02.

Item 8.01

Other Events.

On July 22, 2026, the Company announced a $700.0 million increase to the Company’s existing common stock repurchase program (the “Repurchase Program”). Prior to this increase, the maximum dollar amount that may have been repurchased under the Repurchase Program was approximately $140.0 million at February 28, 2026, as previously disclosed.

Under its Repurchase Program, the Company may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that our management deems appropriate, subject to insider trading rules and other securities law restrictions. The timing of the Company’s purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. The Company may limit or terminate its share repurchase program at any time.

Item 9.01

Exhibits.

Exhibit

Number

Description

99.1

Press Release of the Company, dated July 22, 2026, announcing the Company’s year-end results.

99.2

Supplemental Financial Information.

99.3

Press Release of the Company, dated July 17, 2026, announcing that David C. Dennsteadt has been named the Company’s President and Chief Operating Officer.

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 July 22, 2026

/s/ Tracy D. Crandall

Tracy D. Crandall

Vice President, General Counsel and

Chief Compliance Officer

EX-99.1

Filename: d141573dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

RPM Reports Record Fiscal 2026 Fourth-Quarter and Full-Year Results

•

Record fourth-quarter sales of $2.23 billion increased 7.2% compared to the prior year

•

Fourth-quarter net income of $221.2 million, diluted EPS of $1.73, and record EBIT of $308.0 million

•

Record fourth-quarter adjusted diluted EPS of $1.89 increased 9.9% compared to the prior year, and record

adjusted EBIT of $338.6 million increased 7.7% compared to the prior year

•

Record fiscal 2026 sales of $7.86 billion increased 6.7% compared to the prior-year record

•

Fiscal 2026 net income of $661.4 million, diluted EPS of $5.17 and record EBIT of $935.0 million

•

Record fiscal 2026 adjusted diluted EPS of $5.53 increased 4.3% over the prior year; record adjusted EBIT of

$1.02 billion increased 4.4% over the prior year

•

Fiscal 2027 first-quarter outlook calls for sales and adjusted EBITDA growth in the mid-single-digit range

•

Fiscal 2027 full-year outlook calls for sales to increase 3% to 7% and adjusted EBITDA to increase 5% to 10%

•

Board of Directors authorizes $700 million increase to share repurchase program

•

Investor day to take place November 9, 2026, to update strategic priorities and outline next operating

improvement plan

MEDINA, OH – July 22, 2026 – RPM International Inc. (NYSE: RPM), a world leader in specialty

coatings, sealants and building materials, today reported financial results for its fiscal 2026 fourth quarter and full year ended May 31, 2026.

Frank C. Sullivan, RPM chairman and CEO, commented, “Once again, our associates achieved record results for the quarter and full year during a volatile

economic period. In the fourth quarter, we generated strong sales, including volume growth, by focusing on our restoration and maintenance solutions, nimbly targeting growing end markets, and winning a higher share of construction project spending

through system sales and increased collaboration. Additionally, our talented emerging markets teams drove double-digit sales growth. This growth allowed us to leverage our operational improvements to expand margins in an inflationary environment.

The fourth quarter represents the 16th time we have generated record adjusted EBIT out of the past 18 quarters, due in large part to the structural improvements our MAP operating improvement

program has created within our organization.”

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 2

Fourth-Quarter 2026 Consolidated Results

Consolidated

Three Months Ended

$ in 000s except per share data

May 31,

2026

2025

$ Change

% Change

Net Sales

2,231,835

2,081,975

149,860

7.2

Net Income Attributable to RPM Stockholders

221,216

225,758

(4,542

)

(2.0

Diluted Earnings Per Share (EPS)

1.73

1.76

(0.03

)

(1.7

Income Before Income Taxes (IBT)

291,991

248,376

43,615

17.6

Earnings Before Interest and Taxes (EBIT)

307,977

271,034

36,943

13.6

Adjusted EBIT(1)

338,600

314,377

24,223

7.7

Adjusted Diluted EPS(1)

1.89

1.72

0.17

9.9

(1)

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

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

Record fourth-quarter sales were

driven by increased sales of engineered solutions for high-performance buildings and infrastructure projects, acquisitions and pricing to offset inflation. Favorable foreign currency translation also contributed to sales growth.

Geographically, emerging markets generated double-digit growth fueled by strong demand for engineered solutions for high-performance buildings and

infrastructure projects. Solid North American growth was driven by turnkey and system solutions for high-performance buildings. Growth in Europe was primarily driven by acquisitions.

Sales included 2.5% organic growth, 3.5% growth from acquisitions net of divestitures, and a 1.2% benefit from foreign currency translation.

Adjusted EBIT increased to a record and was driven by higher sales, higher volumes resulting in improved fixed-cost leverage, and benefits from MAP

operational improvement initiatives. These gains more than offset increased healthcare and insurance expenses and inflation. These record results were in addition to strong growth in the prior year when adjusted EBIT increased 10.1%.

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

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 3

Fourth-Quarter 2026 Segment Sales and Earnings

Construction Products Group

Three Months Ended

$ in 000s

May 31,

2026

2025

$ Change

% Change

Net Sales

904,235

831,134

73,101

8.8

Income Before Income Taxes

167,503

148,103

19,400

13.1

EBIT

167,719

148,689

19,030

12.8

Adjusted EBIT(1)

175,058

152,753

22,305

14.6

(1)

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

Supplemental Segment Information for details.

Record CPG sales were driven by broad-based strength across its businesses, led by the

concrete admixtures business. Demand was strong for roofing restoration systems and services, as well as labor-saving wall systems used in high-performance buildings. Pricing to offset inflation and favorable foreign currency translation also

contributed to record sales.

Sales included 5.7% organic growth, 1.6% growth from acquisitions net of divestitures, and a 1.5% benefit from foreign

currency translation.

Record adjusted EBIT was driven by higher volumes resulting in improved fixed-cost leverage, favorable mix and SG&A-focused optimization actions.

Performance Coatings Group

Three Months Ended

$ in 000s

May 31,

2026

2025

$ Change

% Change

Net Sales

562,801

536,205

26,596

5.0

Income Before Income Taxes

83,641

66,738

16,903

25.3

EBIT

82,988

66,074

16,914

25.6

Adjusted EBIT(1)

84,889

76,752

8,137

10.6

(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

fireproofing systems for high-performance buildings, and infrastructure projects, as well as food coatings and ingredients. Strong demand in emerging markets and pricing to offset inflation also contributed to sales growth.

Sales included 2.2% organic growth, a 1.5% increase from acquisitions, and a 1.3% benefit from foreign currency translation.

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

SG&A-focused optimization actions, partially offset by a $3.2 million bad debt expense from a customer bankruptcy.

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 4

Consumer Group

Three Months Ended

$ in 000s

May 31,

2026

2025

$ Change

% Change

Net Sales

764,799

714,636

50,163

7.0

Income Before Income Taxes

107,265

96,003

11,262

11.7

EBIT

107,392

96,344

11,048

11.5

Adjusted EBIT(1)

123,345

120,226

3,119

2.6

(1)

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

Supplemental Segment Information for details.

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

recover inflation. Growth was partially offset by softness in DIY markets.

Sales included a 0.8% organic decline, 7.2% growth from acquisitions, and a

0.6% benefit from foreign currency translation.

Record adjusted EBIT was driven by sales growth and MAP operational improvements, including SG&A-focused optimization actions, which more than offset reduced fixed-cost absorption from lower volumes and inflation. The integration of acquired businesses also contributed to adjusted EBIT growth. Adjusted

EBIT excludes a $9.7 million non-cash impairment charge related to the Color Group.

Fiscal Year 2026

Consolidated Results

Consolidated

Year Ended

$ in 000s except per share data

May 31,

2026

2025

$ Change

% Change

Net Sales

7,863,422

7,372,644

490,778

6.7

Net Income Attributable to RPM Stockholders

661,392

688,688

(27,296

)

(4.0

Diluted Earnings Per Share (EPS)

5.17

5.35

(0.18

)

(3.4

Income Before Income Taxes (IBT)

870,340

792,760

77,580

9.8

Earnings Before Interest and Taxes (EBIT)

934,995

865,204

69,791

8.1

Adjusted EBIT(1)

1,019,424

976,031

43,393

4.4

Adjusted Diluted EPS(1)

5.53

5.30

0.23

4.3

(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.

Fiscal year 2026 sales were a record

driven by strong demand for engineered solutions for high-performance buildings and infrastructure projects and contributions from acquired businesses, partially offset by softness in DIY markets.

Record adjusted EBIT was driven by higher sales and improved fixed-cost leverage at businesses with volume growth, which was aided by MAP operational

improvement benefits. These gains were partially offset by transitory costs associated with plant consolidations. Inflation in healthcare and benefit expenses was partially offset by SG&A-focused

optimization actions implemented in the middle of the fiscal year.

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 5

Adjusted EPS was a record, driven by improved adjusted EBIT, partially offset by higher interest expense

resulting from debt being used to finance acquisitions.

Cash Flow and Financial Position

During fiscal 2026:

•

Cash provided by operating activities was $898.7 million, the second-highest amount in the company’s

history, compared to $768.2 million in the prior-year period.

•

Capital expenditures were $223.5 million compared to $229.9 million in the prior-year period.

•

Cash used to acquire businesses was $202.4 million.

•

The company returned $349.2 million to stockholders through cash dividends and share repurchases, an

increase of 7.3% compared to the prior year.

As of May 31, 2026:

•

Total debt was $2.53 billion compared to $2.65 billion a year ago, with the decrease driven by a

portion of strong operating cash flow being used to reduce debt.

•

Total liquidity, including cash and committed revolving credit facilities, was $1.09 billion, compared to

$969.1 million a year ago.

Increase to Share Repurchase Authorization

The Board of Directors authorized a $700.0 million increase to the existing common stock share repurchase program, which is in addition to the

$114.8 million available under the previously authorized amount. Repurchases under the authorization may be made from time to time in the open market, through privately negotiated transactions, or through other means permitted by applicable

securities laws and regulations. The authorization does not obligate RPM to acquire any specific number of shares and may be modified, suspended or discontinued at any time. The authorization has no expiration date.

Investor Day Scheduled for November 9, 2026

The

company will host an investor day on November 9, 2026, to discuss its strategic priorities, outline its next operational improvement plan, and provide updates on key business initiatives. The event will be webcast and additional details will be

provided closer to the investor day.

RPM Reports Results for Fiscal 2026 4th Quarter and Full Year

July 22, 2026

Page 6

Business Outlook

Sullivan said, “We expect the positive momentum generated in the second half of fiscal 2026 to continue in fiscal 2027, even as we face higher

inflationary pressure resulting from events in the Middle East. Strength in engineered solutions for high-performance buildings and infrastructure projects is anticipated to continue, and our Consumer segment is showing signs of stabilization after

a prolonged downturn.”

He concluded, “Our operational improvement initiatives continue to help us better convert sales growth into improved

profitability and cash flow. We look forward to communicating our progress and outlook for our next operational improvement plan during our investor day. I want to thank RPM associates around the globe for their continued dedication and performance

during these volatile economic times.”

Starting in fiscal 2027, the company’s primary measure of profit and loss has transitioned to adjusted

earnings before interest, taxes, depreciation and amortization (adjusted EBITDA), from adjusted EBIT. This change was made to facilitate comparisons to peer companies and to better reflect underlying profitability during periods of acquisition

activity. Results for fiscal year 2026 reflecting the use of adjusted EBITDA have been provided in a Form 8-K filed with the SEC.

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

•

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

prior-year record results.

•

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

prior-year record results.

•

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

prior-year record results.

•

Consumer Group sales to increase in the mid-single-digit range compared

to prior-year record results.

•

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

compared to prior-year record results.

The company’s outlook for fiscal 2027 is for:

•

Consolidated sales to increase 3% to 7% compared to prior-year record results.

•

Consolidated adjusted EBITDA to increase 5% to 10% compared to prior-year record results.

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 July 22, 2026, until July 29, 2026. The replay can be accessed by

dialing 1-855-669-9658 or

1-412-317-0088 for international callers. The access code is 8887341. The call also will be available for replay and as a written

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

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 7

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, Finish Works, Tremco, Euclid Chemical, Dryvit and Nudura. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and

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

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

# # #

Use of Non-GAAP Financial Information

To supplement the financial information presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) in this

earnings release, we use EBIT, adjusted EBIT and adjusted earnings per share, which are all non-GAAP financial measures. EBIT is defined as earnings (loss) before interest and taxes, with adjusted EBIT and

adjusted earnings per share provided for the purpose of adjusting for one-off items impacting revenues and/or expenses that are not considered by management to be indicative of ongoing operations. We evaluate

the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest income (expense), net is essentially related to corporate functions, as opposed to segment

operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with

GAAP, since EBIT omits the impact of interest and investment income or expense in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. Nonetheless, EBIT is a key measure

expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the capital markets’ analysis of our segments’ core operating

performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt

underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential 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. Starting in fiscal 2027, the company’s primary measure of profit and loss has transitioned to adjusted earnings before interest, taxes,

depreciation and amortization (adjusted EBITDA), from adjusted EBIT. We have not provided a reconciliation of our first-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,

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 8

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.

CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS, EXCEPT PER SHARE DATA

(Unaudited)

Three Months Ended

Year Ended

May 31,

2026

May 31,

2025

May 31,

2026

May 31,

2025

Net Sales

2,231,835

2,081,975

7,863,422

7,372,644

Cost of Sales

1,281,809

1,200,204

4,605,197

4,322,166

Gross Profit

950,026

881,771

3,258,225

3,050,478

Selling, General & Administrative Expenses

635,259

592,845

2,292,130

2,150,537

Restructuring Expense

9,412

6,764

42,612

24,979

Goodwill Impairment

—

11,352

—

11,352

Interest Expense

27,266

25,939

111,544

96,543

Investment (Income), Net

(11,280

)

(3,281

)

(46,889

)

(24,099

)

Other (Income), Net

(2,622

)

(224

)

(11,512

)

(1,594

)

Income Before Income Taxes

291,991

248,376

870,340

792,760

Provision for Income Taxes

70,436

22,367

207,857

102,433

Net Income

221,555

226,009

662,483

690,327

Less: Net Income Attributable to Noncontrolling Interests

339

251

1,091

1,639

Net Income Attributable to RPM International Inc. Stockholders

221,216

225,758

661,392

688,688

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

Stockholders:

Basic

1.74

1.77

5.19

5.38

Diluted

1.73

1.76

5.17

5.35

Average shares of common stock outstanding - basic

126,734

127,396

127,049

127,570

Average shares of common stock outstanding - diluted

127,099

127,877

127,554

128,204

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 9

SUPPLEMENTAL SEGMENT INFORMATION

IN THOUSANDS

(Unaudited)

Three Months Ended

Year Ended

May 31,

2026

May 31,

2025

May 31,

2026

May 31,

2025

Net Sales:

CPG Segment

904,235

831,134

3,069,785

2,874,452

PCG Segment

562,801

536,205

2,131,914

1,995,816

Consumer Segment

764,799

714,636

2,661,723

2,502,376

Total

2,231,835

2,081,975

7,863,422

7,372,644

Income Before Income Taxes:

CPG Segment

Income Before Income Taxes (a)

167,503

148,103

448,328

425,111

Interest (Expense), Net (b)

(216

)

(586

)

(2,475

)

(2,496

)

EBIT (c)

167,719

148,689

450,803

427,607

MAP initiatives (d)

7,237

3,870

22,617

10,327

Inventory step-up costs (e)

102

194

102

453

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

—

(400

)

—

Adjusted EBIT

175,058

152,753

473,122

438,387

PCG Segment

Income Before Income Taxes (a)

83,641

66,738

309,044

277,975

Interest Income, Net (b)

653

664

3,175

2,734

EBIT (c)

82,988

66,074

305,869

275,241

MAP initiatives (d)

2,562

4,386

16,149

11,766

Inventory step-up costs (e)

515

191

1,012

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

—

(237

)

(Gain) on acquisition earn-out fair value adjustment

(g)

(1,710

)

—

(1,710

)

—

Legal contingency adjustment on a divested business (h)

—

5,777

—

6,059

Environmental expense for a closed facility (j)

1,000

—

1,000

—

Adjusted EBIT

84,889

76,752

321,499

293,841

Consumer Segment

Income Before Income Taxes (a)

107,265

96,003

362,445

332,827

Interest (Expense), Net (b)

(127

)

(341

)

(363

)

(1,421

)

EBIT (c)

107,392

96,344

362,808

334,248

MAP initiatives (d)

6,232

8,241

23,984

33,638

Inventory step-up costs (e)

—

2,561

7,903

2,561

(Gain) on acquisition earn-out fair value adjustment

(g)

—

(12,707

)

—

Goodwill and intangible asset impairments (i)

—

13,080

—

13,080

Property, plant and equipment impairment (k)

9,721

—

9,721

—

Adjusted EBIT

123,345

120,226

391,709

383,527

Corporate/Other

(Loss) Before Income Taxes (a)

(66,418

)

(62,468

)

(249,477

)

(243,153

)

Interest (Expense), Net (b)

(16,296

)

(22,395

)

(64,992

)

(71,261

)

EBIT (c)

(50,122

)

(40,073

)

(184,485

)

(171,892

)

MAP initiatives (d)

5,430

4,719

17,579

32,168

Adjusted EBIT

(44,692

)

(35,354

)

(166,906

)

(139,724

)

TOTAL CONSOLIDATED

Income Before Income Taxes (a)

291,991

248,376

870,340

792,760

Interest (Expense)

(27,266

)

(25,939

)

(111,544

)

(96,543

)

Investment Income, Net

11,280

3,281

46,889

24,099

EBIT (c)

307,977

271,034

934,995

865,204

MAP initiatives (d)

21,461

21,216

80,329

87,899

Inventory step-up costs (e)

151

3,270

8,196

4,026

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

—

(400

)

(237

)

(Gain) on acquisition earn-out fair value adjustments

(g)

(1,710

)

—

(14,417

)

—

Legal contingency adjustment on a divested business (h)

—

5,777

—

6,059

Goodwill and intangible asset impairments (i)

—

13,080

—

13,080

Environmental expense for a closed facility (j)

1,000

—

1,000

—

Property, plant and equipment impairment (k)

9,721

—

9,721

—

Adjusted EBIT

338,600

314,377

1,019,424

976,031

(a)

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

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

(b)

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

(Expense), Net.

(c)

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

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

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

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

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

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

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

predictive of potential future results.

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 10

(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 $1.9 million and $6.8 million for the quarters ended May 31, 2026 and

May 31, 2025 respectively and $18.2 million and $25.0 million for the years ended May 31, 2026 and May 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 $7.5 million for the quarter ended May 31, 2026 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

“Selling, General, & Administrative Expenses 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.

Three Months Ended

Year Ended

May 31,

2026

May 31,

2025

May 31,

2026

May 31,

2025

MAP 2025 Restructuring and other related expense, net

2,691

13,335

23,059

42,861

2026 Restructuring and other related expense, net

9,972

—

32,082

—

ERP consolidation plan

2,690

3,525

13,739

15,044

Professional fees

7,749

4,356

17,320

29,994

(Gain) on sale of closed facilities, net

(1,641

)

—

(5,871

)

—

MAP initiatives

21,461

21,216

80,329

87,899

(e)

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

Sales”.

(f)

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

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

warranty business which was sold in fiscal 2023.

(g)

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)

Represents incremental expense recorded in fiscal year 2025 related to an adverse legal ruling from a case

associated with a business that was divested in fiscal year 2023.

(i)

Fiscal year 2025 expense reflects $11.4 million of goodwill impairment recorded in “Goodwill

Impairment” and $1.7 million of intangible asset impairment recorded in “SG&A”. Both charges are related to the Color Group reporting unit in our Consumer Segment due to the weaker demand in OEM markets and

underperformance in our growth initiatives associated with this reporting unit.

(j)

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

years.

(k)

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.

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 11

SUPPLEMENTAL INFORMATION

RECONCILIATION OF “REPORTED” TO “ADJUSTED” AMOUNTS

(Unaudited)

Three Months Ended

Year Ended

May 31,

2026

May 31,

2025

May 31,

2026

May 31,

2025

Reconciliation of Reported Earnings per Diluted Share to Adjusted

Earnings per Diluted Share (All amounts presented

after-tax):

Reported Earnings per Diluted Share

1.73

1.76

5.17

5.35

MAP initiatives (d)

0.13

0.16

0.46

0.56

Inventory step-up costs (e)

—

0.02

0.05

0.02

(Gain) on acquisition earn-out fair value adjustments

(f)

(0.01

)

—

(0.11

)

—

Legal contingency adjustment on a divested business (g)

—

0.03

—

0.04

Goodwill and intangible asset impairments (h)

—

0.09

—

0.09

Environmental expense for a closed facility (i)

0.01

—

0.01

—

Property, plant and equipment impairment (j)

0.06

—

0.06

—

Investment returns (k)

(0.03

)

—

(0.11

)

(0.02

)

Income tax adjustments (l)

—

(0.34

)

—

(0.74

)

Adjusted Earnings per Diluted Share (m)

1.89

1.72

5.53

5.30

(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

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.

•

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

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

•

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

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

•

(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 the

(g)

Represents incremental expense recorded in fiscal year 2025 related to an adverse legal ruling from a case

associated with a business that was divested in fiscal year 2023.

(h)

Fiscal year 2025 expense reflects $11.4 million of goodwill impairment recorded in “Goodwill

underperformance in our growth initiatives associated with this reporting unit.

(i)

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

years.

(j)

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.

(k)

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.

(l)

The adjustment for the three-month period and year ended May 31, 2025, includes incremental benefits of

the U.S. deduction for foreign derived intangible income and the foreign tax rate differential associated with certain global capital structure initiatives completed during the period. Additionally, the fiscal 2025 year-to-date adjustment includes adjustments to U.S. foreign tax credits recognized because of global cash redeployment and debt optimization projects, as well as other adjustments to our net deferred tax

asset related to U.S. foreign tax credit carryforwards resulting from our reassessment of income tax positions following developments in U.S. income tax case law.

(m)

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

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

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 12

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS

(Unaudited)

May 31, 2026

May 31, 2025

Assets

Current Assets

Cash and cash equivalents

315,188

302,137

Trade accounts receivable

1,700,717

1,551,953

Allowance for doubtful accounts

(39,179

)

(42,844

)

Net trade accounts receivable

1,661,538

1,509,109

Inventories

1,058,911

1,036,475

Prepaid expenses and other current assets

423,198

322,577

Total current assets

3,458,835

3,170,298

Property, Plant and Equipment, at Cost

2,919,058

2,738,373

Allowance for depreciation

(1,362,540

)

(1,264,974

)

Property, plant and equipment, net

1,556,518

1,473,399

Other Assets

Goodwill

1,688,164

1,617,626

Other intangible assets, net of amortization

824,638

780,826

Operating lease

right-of-use assets

396,936

370,399

Deferred income taxes

116,474

147,436

Other

303,040

215,965

Total other assets

3,329,252

3,132,252

Total Assets

8,344,605

7,775,949

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

853,524

755,889

Current portion of long-term debt

407,834

7,691

Accrued compensation and benefits

307,299

287,398

Accrued losses

51,258

36,701

Other accrued liabilities

441,148

379,768

Total current liabilities

2,061,063

1,467,447

Long-Term Liabilities

Long-term debt, less current maturities

2,125,690

2,638,922

Operating lease liabilities

341,283

317,334

Other long-term liabilities

258,641

241,117

Deferred income taxes

244,823

224,347

Total long-term liabilities

2,970,437

3,421,720

Total liabilities

5,031,500

4,889,167

Stockholders’ Equity

Preferred stock; none issued

—

Common stock (outstanding 127,643; 128,269)

1,276

1,283

Paid-in capital

1,210,651

1,177,796

Treasury stock, at cost

(1,036,645

)

(953,856

)

Accumulated other comprehensive (loss)

(447,200

)

(533,631

)

Retained earnings

3,583,451

3,193,764

Total RPM International Inc. stockholders’ equity

3,311,533

2,885,356

Noncontrolling interest

1,572

1,426

Total equity

3,313,105

2,886,782

Total Liabilities and Stockholders’ Equity

8,344,605

7,775,949

RPM Reports Results for Fiscal 2026

4th Quarter and Full Year

July 22, 2026

Page 13

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

(Unaudited)

Year Ended

May 31,

2026

May 31,

2025

Cash Flows From Operating Activities:

Net income

662,483

690,327

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

Depreciation and amortization

213,490

193,840

Fair value adjustments to contingent earnout obligations

(14,418

)

—

Property, plant and equipment impairment

9,721

—

Goodwill impairment

—

11,352

Deferred income taxes

32,832

(104,507

)

Stock-based compensation expense

32,848

27,042

Net (gain) on marketable securities

(25,422

)

(4,997

)

Net (gain) on sales of assets and businesses

(6,093

)

—

Other

(488

)

1,269

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

(Increase) in receivables

(119,345

)

(55,037

)

Decrease (increase) in inventory

18,523

(34,458

)

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

(85,596

)

(62,669

)

Increase in accounts payable

67,658

84,074

Increase (decrease) in accrued compensation and benefits

14,849

(17,130

)

Increase in accrued losses

12,915

3,899

Increase in other accrued liabilities

84,751

35,185

Cash Provided By Operating Activities

898,708

768,190

Cash Flows From Investing Activities:

Capital expenditures

(223,507

)

(229,930

)

Acquisition of businesses, net of cash acquired

(202,403

)

(595,770

)

Purchase of marketable securities

(34,272

)

(85,793

)

Proceeds from sales of marketable securities

19,781

87,093

Proceeds from sales of assets and businesses

23,237

—

Other

(10

)

(1,134

)

Cash (Used For) Investing Activities

(417,174

)

(825,534

)

Cash Flows From Financing Activities:

Additions to long-term and short-term debt

84,000

478,111

Reductions of long-term and short-term debt

(208,862

)

(9,008

)

Cash dividends

(271,705

)

(255,563

)

Repurchases of common stock

(77,497

)

(69,999

)

Shares of common stock returned for taxes

(5,034

)

(18,686

)

Payment of acquisition-related contingent consideration

—

(1,122

)

Other

(3,133

)

(1,796

)

Cash (Used For) Provided By Financing Activities

(482,231

)

121,937

Effect of Exchange Rate Changes on Cash and Cash Equivalents

13,748

165

Net Change in Cash and Cash Equivalents

13,051

64,758

Cash and Cash Equivalents at Beginning of Period

302,137

237,379

Cash and Cash Equivalents at End of Period

315,188

302,137

EX-99.2

Filename: d141573dex992.htm · Sequence: 3

EX-99.2

Exhibit 99.2

ADJUSTED EBITDA RECONCILIATIONS

IN THOUSANDS

(Unaudited)

Three Months Ended

Year Ended

August 31,

2025

November 30,

2025

February 28,

2026

May 31,

2026

May 31,

2026

CPG Segment

Income Before Income Taxes (a)

163,376

94,565

22,884

167,503

448,328

Interest Expense, Net (b)

565

966

728

216

2,475

Depreciation (c)

16,977

17,230

16,487

18,851

69,545

Amortization (d)

2,549

2,571

2,621

2,725

10,466

EBITDA (e)

183,467

115,332

42,720

189,295

530,814

MAP initiatives (f)

4,215

3,050

6,551

6,735

20,551

Inventory step-up costs (g)

—

102

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

—

(400

)

—

(400

)

Adjusted EBITDA

187,682

117,982

49,271

196,132

551,067

PCG Segment

Income Before Income Taxes (a)

82,679

81,699

61,025

83,641

309,044

Interest (Income), Net (b)

(615

)

(933

)

(974

)

(653

)

(3,175

)

Depreciation (c)

8,791

8,722

8,849

9,605

35,967

Amortization (d)

3,009

3,111

3,193

3,316

12,629

EBITDA (e)

93,864

92,599

72,093

95,909

354,465

MAP initiatives (f)

4,931

2,022

6,613

2,328

15,894

Inventory step-up costs (g)

—

101

191

(Gain) on acquisition earn-out fair value adjustment

(i)

—

(1,710

)

(1,710

)

Environmental expense for a closed facility (j)

—

1,000

Adjusted EBITDA

98,795

94,662

78,807

97,576

369,840

Consumer Segment

Income Before Income Taxes (a)

108,761

100,669

45,750

107,265

362,445

Interest Expense (Income), Net (b)

215

(20

)

127

363

Depreciation (c)

13,214

13,442

13,965

16,201

56,822

Amortization (d)

5,787

5,896

6,001

5,947

23,631

EBITDA (e)

127,977

120,048

65,696

129,540

443,261

MAP initiatives (f)

3,757

1,207

12,788

4,383

22,135

Inventory step-up costs (g)

7,117

786

—

7,903

(Gain) on acquisition earn-out fair value adjustment

(i)

—

(12,707

)

—

(12,707

)

Property, plant and equipment impairment (k)

—

9,721

Adjusted EBITDA

138,851

109,334

78,484

143,644

470,313

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

Depreciation (c)

772

741

767

808

3,088

Amortization (d)

123

124

351

EBITDA (e)

(40,117

)

(47,168

)

(44,485

)

(49,276

)

(181,046

)

MAP initiatives (f)

2,837

3,210

6,102

5,430

17,579

Adjusted EBITDA

(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

)

Depreciation (c)

39,754

40,135

40,068

45,465

165,422

Amortization (d)

11,468

11,702

11,881

12,026

47,077

EBITDA (e)

365,191

280,811

136,024

365,468

1,147,494

MAP initiatives (f)

15,740

9,489

32,054

18,876

76,159

Inventory step-up costs (g)

7,117

827

101

151

8,196

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

—

(400

)

—

(400

)

(Gain) on acquisition earn-out fair value adjustments

(i)

—

(12,707

)

—

(1,710

)

(14,417

)

Environmental expense for a closed facility (j)

—

1,000

Property, plant and equipment impairment (k)

—

9,721

Adjusted EBITDA

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 EBITDA and Adjusted EBITDA.

(b)

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

Expense, Net.

(c)

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

the amortization of assets recorded under finance leases, and accelerated depreciation expense related to MAP initiatives recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses

(“SG&A”)” depending on the nature of the expense.

(d)

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

implementation costs.

(e)

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

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

as a performance evaluation measure because Interest Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. Additionally, 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 EBITDA is also useful to investors as a metric in their

investment decisions. The reader is cautioned that the Company’s EBITDA and Adjusted EBITDA should not be compared to other entities unknowingly. EBITDA and adjusted EBITDA should not be considered an alternative to, or more meaningful than,

income before income taxes as determined in accordance with GAAP.

(f)

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”.

•

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”. 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

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

•

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

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

•

(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

9,633

6,188

3,004

2,149

20,974

2026 Restructuring and other related expense, net

—

22,068

7,929

29,997

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

15,740

9,489

32,054

18,876

76,159

(g)

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

Sales”.

(h)

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.

(i)

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

(j)

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

years.

(k)

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.

EX-99.3

Filename: d141573dex993.htm · Sequence: 4

EX-99.3

Exhibit 99.3

RPM Names David C. Dennsteadt as President and Chief Operating Officer

MEDINA, Ohio – July 17, 2026 – RPM International Inc. (NYSE: RPM) today announced that David C. Dennsteadt has been named president

and chief operating officer for RPM, effective July 17, 2026.

Dennsteadt joined RPM’s Stonhard business in 1995 as an engineer, holding a

variety of leadership roles, ultimately serving as group president of RPM’s Performance Coatings Group (PCG) from 2018 to 2025, where he delivered consistent growth and record results. He was elected RPM executive vice president in 2025,

overseeing all corporate administrative functions. His global perspective, gained from years of leadership in Europe and the Middle East and in establishing RPM’s Platform Group approach to strengthening the company’s position in

emerging markets, has been instrumental in driving strategic growth across RPM’s portfolio. In his new role, Dennsteadt will add responsibility for strategy and oversight of RPM’s operating groups, as well as corporate development

activities. Dennsteadt holds a bachelor’s degree in civil engineering from Rutgers University and an MBA from New York University’s Stern School of Business.

RPM chairman and CEO Frank Sullivan stated, “Dave has consistently demonstrated the leadership and strategic vision that RPM needs as we continue to

grow. His impact has gone well beyond PCG by having the foresight to drive greater coordination and efficiency across RPM’s international operations, and create a new approach to shared services, anchored by the centers he established in

Mexico and India that now support the entire company. I’m confident he will bring that same discipline and vision to his expanded role as we build a stronger, more connected RPM.”

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 17,800 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.

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