Every material Form 8-K RPM International has filed with the SEC since October 09, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
RPM International's Chairman and CEO Frank C. Sullivan announced on November 6, 2026 that he plans to retire within the next twelve to eighteen months. He will remain in his role until a successor is appointed and is expected to then stay on as Chair of the Board, as the company runs a succession planning process with its Board.
Frank C. Sullivan plans to retire in the next twelve to eighteen months, per the November 6, 2026 filing.
Sullivan has served nearly 25 years as Chairman and CEO and more than 40 years with the company.
He will remain CEO until his successor is appointed and is expected to stay on as Board Chair afterward.
RPM International reported record first-quarter fiscal 2027 net sales of $2.22 billion, up 4.8%, with diluted EPS of $2.01 and adjusted diluted EPS of $1.98, up 5.3%. The company now expects full-year adjusted EBITDA to grow in the mid-single-digit range, compared with its prior outlook of 5% to 10%, so shareholders face a lower expected profit growth rate despite the strong quarter.
Net sales were $2.22 billion, up 4.8%, with 3.1% organic growth; net income attributable to stockholders was $256.4 million.
Adjusted EBITDA reached a record $405.5 million, up 4.5%; Construction Products Group adjusted EBITDA fell 9.7%.
Full-year fiscal 2027 adjusted EBITDA outlook is mid-single-digit growth, versus the previous 5% to 10%; sales outlook is mid-single-digit, versus the previous 3% to 7%.
Investor day is scheduled for November 9, 2026, at the Stonhard facility in New Jersey.
RPM reported record fiscal 2026 fourth-quarter and full-year sales, with full-year net income attributable to stockholders down 4.0% to $661.4 million on a GAAP basis, while adjusted diluted EPS rose 4.3% to $5.53. The company also gave fiscal 2027 outlook for sales growth of 3% to 7% and adjusted EBITDA growth of 5% to 10%, and its board raised the share repurchase authorization by $700 million.
Fiscal 2026 net sales were a record $7.86 billion, up 6.7%; diluted EPS was $5.17, down 3.4%, and adjusted diluted EPS was $5.53, up 4.3%.
Fourth-quarter net sales were $2.23 billion, up 7.2%; diluted EPS was $1.73, down 1.7%, and adjusted diluted EPS was $1.89, up 9.9%.
Fiscal 2027 outlook: consolidated sales up 3% to 7% and adjusted EBITDA up 5% to 10% versus prior-year record results.
The board authorized a $700.0 million increase to the share repurchase program, in addition to $114.8 million previously available; an investor day is set for November 9, 2026.
RPM International amended its $300.0 million accounts receivable securitization facility on May 27, 2026, removing an interest coverage covenant and adding a leverage covenant that applies only if the company loses its investment grade rating from at least two agencies. Separately, Vice President of Operations Timothy R. Kinser resigned on May 29, 2026 to retire and moved to a project management role at a subsidiary.
Amendments dated May 27, 2026 to the $300.0 million A/R Facility with PNC Bank as administrative agent
Interest coverage ratio covenant eliminated; leverage covenant of 3.75 to 1.0 applies only if investment grade rating is lost
Amortization event thresholds raised from $150 million to $250 million for the company and non-originator subsidiaries
Timothy R. Kinser resigned as Vice President – Operations on May 29, 2026 in connection with planned retirement
RPM International appointed Thomas C. Gentile, III to its Board of Directors effective April 20, 2026, expanding the board to 13 members. Gentile currently serves as chairman, chief executive officer and president of Hexcel Corporation and will sit on the Board's Compensation Committee.
Appointed to the board effective April 20, 2026; board expands to 13 members
Current role: chairman, CEO and president of Hexcel Corporation (NYSE: HXL)
Prior roles include president and CEO of Spirit AeroSystems and 19 years at General Electric
Will serve on the Compensation Committee; receives director pay consistent with other non-employee directors
RPM reported fiscal 2026 third-quarter sales of $1.61 billion, up 8.9%, with acquisitions, favorable currency translation and volume growth as drivers. Reported net income attributable to stockholders was $51.4 million, down 1.3%, and diluted EPS was flat at $0.40, while adjusted diluted EPS rose 62.9% to $0.57 after excluding $22.1 million in pre-tax charges tied to SG&A-focused optimization actions. The company reaffirmed its fourth-quarter outlook for mid-single-digit sales growth and low- to high-single-digit adjusted EBIT growth.
Net sales were $1.61 billion, up 8.9%, including 3.0% organic growth, 3.5% from acquisitions and 2.4% from currency translation.
Net income attributable to RPM stockholders was $51.4 million versus $52.0 million a year earlier; diluted EPS was $0.40 in both periods.
Adjusted diluted EPS was $0.57 versus $0.35, and adjusted EBIT was $116.4 million, up 48.8%.
Total debt was $2.56 billion compared with $2.10 billion a year ago, driven by debt used to finance acquisitions; the Kalzip acquisition closed March 31, 2026.
RPM International amended its revolving credit facility on February 27, 2026, extending the term five years to February 27, 2031, with PNC Bank as administrative agent. The amendment resets interest spreads and facility fees that adjust with the company's debt rating, and removes the interest coverage ratio covenant while keeping a maximum leverage ratio of 3.75 to 1.0.
Credit Agreement term extended five years, to February 27, 2031
Initial term SOFR spread of 1.00% per annum, with possible future spreads of 0.785% to 1.30%
Initial facility fee of 0.125% per annum, with possible future rates of 0.09% to 0.20%
Interest coverage ratio covenant eliminated; leverage ratio cap of 3.75 to 1.0 remains
RPM reported fiscal 2026 second-quarter results for the quarter ended November 30, 2025, with record sales of $1.91 billion, up 3.5%, but net income attributable to stockholders fell 12.0% to $161.2 million and adjusted diluted EPS fell 13.7% to $1.20. The company said a slower demand environment prompted SG&A-focused optimization actions expected to save about $100 million annually once fully implemented, and it gave mid-single-digit sales growth outlooks for both the third and fourth quarters.
Second-quarter net sales were $1,909,895 thousand, up 3.5%, with a 0.5% organic decline and 3.4% growth from acquisitions.
Diluted EPS was $1.26 versus $1.42 a year earlier; adjusted EBIT was $226.6 million, down 11.2%.
Cost savings of about $100 million annually: roughly $5 million expected in Q3 fiscal 2026, an incremental $20 million in Q4 fiscal 2026 and an incremental $75 million in fiscal 2027.
Outlook: Q3 fiscal 2026 sales expected to rise in the mid-single-digit range and adjusted EBIT up mid- to high-single digits; Q4 sales up mid-single digits and adjusted EBIT up low- to high-single digits.
RPM International's board elected David C. Dennsteadt, previously group president of the Performance Coatings Group, as executive vice president on October 2, 2025, with oversight of finance, legal, risk management, human resources, manufacturing and operations, as part of a reorganization from four reporting groups to three. On the same day, the company raised its quarterly cash dividend to $0.54 per share, a 5.9% increase, and stockholders re-elected all nine director nominees.
Dennsteadt elected executive vice president on October 2, 2025; Gregory Michael succeeded him as group president of the Performance Coatings Group.
Dennsteadt's employment agreement sets a base salary of $615,000; termination after a change in control would pay three times base salary.
Quarterly dividend of $0.54 per share, up from $0.51 a year earlier, payable October 31, 2025 to holders of record as of October 20, 2025.
Advisory say-on-pay proposal approved with 95,838,034 votes for and 8,205,285 against.
RPM International reported fiscal 2026 first-quarter sales of $2.11 billion, up 7.4%, with adjusted diluted EPS of $1.88, up 2.2%. GAAP net income of $227.6 million and diluted EPS of $1.77 were flat year over year, and the company raised its full-year sales outlook toward the higher end of its range while narrowing adjusted EBIT growth toward the lower end.
First-quarter net sales were $2,113.7 million, up 7.4%, including 3.0% organic growth and 3.8% from acquisitions.
Net income attributable to stockholders was $227.6 million, essentially unchanged from $227.7 million a year earlier; diluted EPS was $1.77 in both periods.
Adjusted EBIT was $337.8 million, up 2.9%; total debt rose to $2.67 billion from $2.05 billion a year earlier, driven by acquisition financing.
Full-year fiscal 2026 sales are now expected toward the higher end of the low- to mid-single-digit growth range, and adjusted EBIT toward the lower end of the high-single- to low-double-digit range.
RPM International reported record fourth-quarter and full-year fiscal 2025 results for the year ended May 31, 2025, with fourth-quarter net income up 25.0% and full-year diluted EPS up 17.3%. The company also outlined fiscal 2026 expectations for low- to mid-single-digit sales growth and high-single- to low-double-digit adjusted EBIT growth, and said it is reorganizing into three segments.
Q4 net sales were $2.08 billion, up 3.7%; Q4 diluted EPS was $1.76 versus $1.40, and adjusted diluted EPS was $1.72, up 10.3%.
Fiscal 2025 net sales were $7.37 billion, up 0.5%; net income was $688.7 million and diluted EPS was $5.35, up 17.3%.
Fiscal 2026 outlook calls for full-year sales to rise in the low- to mid-single-digit range and adjusted EBIT to rise in the high-single- to low-double-digit range.
Total debt was $2.65 billion at May 31, 2025, compared with $2.13 billion a year earlier, driven by acquisition financing.
RPM International amended and extended its accounts receivable securitization facility, increasing its overall size from $250.0 million to $300.0 million and pushing the termination date to April 30, 2028. The filing describes this as a routine financing update with customary terms and fees, and does not report any change to company results or guidance.
Facility size increased from $250.0 million to $300.0 million under Amendment No. 10 to the Amended and Restated Receivables Purchase Agreement.
Facility termination date extended to April 30, 2028.
PNC Bank, National Association is administrative agent; PNC Capital Markets LLC is structuring agent.
Company paid customary fees to the administrative agent; the full amendment will be filed with the Form 10-K for the fiscal year ending May 31, 2025.
RPM reported fiscal 2025 third-quarter results for the quarter ended February 28, 2025, with sales down 3.0% to $1.48 billion and net income attributable to stockholders down 15.0% to $52.0 million. The company attributed the decline mainly to unfavorable weather, weaker specialty OEM demand, and foreign currency headwinds, and it expects fourth-quarter sales to be flat and adjusted EBIT to rise in the low-single-digit percentage range.
Third-quarter net sales were $1.48 billion, down 3.0% from $1.52 billion a year earlier; organic sales fell 1.8%.
Diluted EPS was $0.40 versus $0.47; adjusted diluted EPS was $0.35 versus $0.52, down 32.7%.
Cash provided by operating activities was $91.5 million, described as the second highest third-quarter amount in company history.
Fourth-quarter outlook calls for flat consolidated sales and adjusted EBIT up in the low-single-digit percentage range; the Pink Stuff acquisition is not included in guidance.
RPM International appointed Craig S. Morford and Christopher L. Mapes to its board effective immediately, and Julie A. Beck's term begins April 7, 2025. Director Kirkland B. Andrews stepped down at the conclusion of the board's January 15, 2025 meeting, as previously planned, and the board will have 12 members. The filing covers board composition and governance, not financial results or guidance.
Craig S. Morford and Christopher L. Mapes join the board effective immediately; Morford will serve on the Governance and Nominating Committee and Mapes on the Compensation Committee.
Julie A. Beck, CFO of Terex Corporation since January 2022, joins April 7, 2025, and is expected to serve on the Audit Committee; she departs Terex April 1, 2025.
Kirkland B. Andrews stepped down as a director at the January 15, 2025 board meeting, as planned and previously disclosed on July 25, 2024.
With the additions, the board will comprise 12 members, according to the press release.
RPM International reported fiscal 2025 second-quarter sales of $1.85 billion, up 3.0%, with net income attributable to stockholders of $183.2 million and diluted EPS of $1.42, up 25.7% from a year earlier. The company narrowed its full-year adjusted EBIT outlook to 6% to 10% growth, but expects flat third-quarter sales and says winter weather is pressuring the Consumer and Specialty Products Groups.
Q2 net sales of $1.85 billion, up 3.0%; adjusted diluted EPS of $1.39, up 13.9%
Net income attributable to RPM stockholders of $183.2 million, up 25.9% from $145.5 million
Full-year fiscal 2025 adjusted EBIT now expected to grow 6% to 10%, versus the prior mid-single-digit to low-double-digit outlook
Third-quarter outlook: consolidated sales flat and adjusted EBIT similar to prior year
RPM's board declared a regular quarterly cash dividend of $0.51 per share, a 10.9% increase over the $0.46 paid a year earlier, marking the 51st consecutive year the company has raised its dividend. At the October 3, 2024 annual meeting, shareholders approved annual election of directors and re-elected three directors, and the company named Tracy D. Crandall general counsel, succeeding Edward W. Moore, who is retiring by the end of 2024.
Quarterly dividend of $0.51 per share, up 10.9% from $0.46; payable October 31, 2024 to holders of record as of October 18, 2024.
Shareholders approved amending the charter to require annual director elections, with 80.2% of outstanding shares voting in favor against an 80% threshold.
Tracy D. Crandall elected vice president, general counsel, chief compliance officer and secretary, succeeding Edward W. Moore, who became corporate counsel effective October 4, 2024.
Bruce A. Carbonari, Jenniffer D. Deckard and Salvatore D. Fazzolari re-elected as directors; Kirkland B. Andrews expected to step down in January 2025.
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