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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): July 22, 2025~~1934

~~THE~~Date ~~SHERWIN-WILLIAMS~~of ~~COMPANY~~Report (Date of earliest event reported): July 31, 2025

~~(Exact~~ ~~Name~~The ofSherwin-Williams ~~Registrant~~Company ~~as Specified in Charter)~~

Ohio		1-04851	34-0526850
(State or other jurisdiction of incorporation)		(Commission file number)	(I.R.S. Employer Identification No.)
101 West Prospect Avenue
Cleveland,	Ohio		44115-1075
(Address of principal executive offices)			(Zip Code)

(Exact name of registrant as specified in its charter)

Ohio

1-04851

34-0526850

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 West Prospect Avenue

Cleveland, Ohio

44115-1075

(Address of principal executive offices)

(Zip Code)

(216) 566-2000

(Registrant’s telephone number, including area code)

Not applicable

(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:

			☐						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))

☐

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

TradingSymbol(s)

Name of each exchange on which registered

~~Trading Symbol(s)~~

~~Name of each exchangeon which registered~~

Common Stock, par value $0.33-1/3 per share

SHW

New York Stock Exchange

~~SHW~~

~~New York Stock Exchange~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging ~~Growth~~growth ~~Company~~ 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 28.0201.~~Results~~ ofOther ~~Operations and Financial Condition~~Events.

OnIn ~~July~~connection ~~22,~~with ~~2025~~the offering and sale of $500,000,000 ~~The~~aggregate ~~Sherwin-Williams~~principal ~~Company~~amount ~~issued~~of a4.300% ~~press~~Senior ~~release~~Notes ~~announcing~~due ~~its~~2028, ~~financial~~$500,000,000 ~~results~~aggregate ~~for~~principal ~~the~~amount ~~second~~of ~~quarter~~4.500% ~~ended~~Senior ~~June~~Notes ~~30,~~due ~~2025~~2030 and ~~certain~~$500,000,000 ~~other~~aggregate ~~information~~principal amount of 5.150% ASenior ~~copy~~Notes ofdue 2035 by The Sherwin-Williams Company (the ~~press~~“Company”), ~~release~~the Company is ~~furnished~~filing ~~with~~herewith ~~this~~the ~~Report~~following asexhibits ~~Exhibit~~to ~~99.1~~its ~~and~~Registration isStatement ~~incorporated~~on ~~herein~~Form byS-3 ~~reference~~(File No. 333-289016):

~~The~~1. Underwriting ~~information~~Agreement, indated ~~this Item 2.02~~July 29, ~~including Exhibit 99.1~~2025, isby ~~being furnished~~ and ~~shall~~among ~~not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Company ~~Exchange~~and ~~Act~~BofA ~~of 1934~~Securities, ~~as amended (the “Exchange Act”)~~Inc., orCitigroup ~~otherwise~~Global ~~subject~~Markets toInc. ~~liability under that section,~~ and ~~shall~~J.P. ~~not~~Morgan ~~be deemed to be incorporated by reference in any filing under the~~ Securities ~~Act of 1933~~LLC, acting as ~~amended,~~representatives orof the ~~Exchange~~several ~~Act,~~underwriters ~~unless~~named ~~expressly incorporated by specific reference in such filing~~therein.

~~Item~~2. Fifth 9Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.01S.~~Financial~~ ~~Statements~~Bank ~~and~~Trust ~~Exhibits~~Company, National Association, as Trustee (including Form of Note).

3. Sixth Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

4. Seventh Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

5. Opinion of Jones Day.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
	99.1	Press Release of The Sherwin-Williams Company, dated July 22, 2025
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

The following exhibits are filed with this Current Report on Form 8-K:


Exhibit No.		Exhibit Description

1.1		Underwriting Agreement, dated July 29, 2025, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, acting as representatives of the several underwriters named therein.

4.1		Fifth Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

4.2		Sixth Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

4.3		Seventh Supplemental Indenture, dated as of July 31, 2025, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).

5.1		Opinion of Jones Day.

23.1		Consent of Jones Day (included in Exhibit 5.1).

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~THE SHERWIN-WILLIAMS COMPANY~~	THE SHERWIN-WILLIAMS COMPANY
July 22, 2025	By:			/s/ Stephen J. Perisutti
July 31, 2025		By:	/s/ Stephen J. Perisutti
	~~Name:~~	Name:	Stephen J. Perisutti	~~Stephen J. Perisutti~~
	~~Title:~~	Title:	Senior Vice President - Deputy General Counsel and Assistant Secretary	~~Senior Vice President - Deputy General Counsel and Assistant Secretary~~

Filing Compare · SHERWIN WILLIAMS CO