RPM INTERNATIONAL INC/DE/
For the period ended May 31, 2025. Filed Jul 24, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Jul 24, 2025
RPM$106.38+3.0%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Exhibit Index
| Exhibit | Incorporated by reference herein | ||
| Number | Description | Form | Date |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company | Registration Statement on Form S-8 (File No. 333-101501) | November 27, 2002 |
| 3.1.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company | Definitive Proxy Statement (File No. 001-14187) | August 22, 2024 |
| 3.2 | Amended and Restated By-Laws of the Company | Current Report on Form 8-K(File No. 001-14187) | January 30, 2024 |
| 4.1 | Specimen Certificate of Common Stock, par value $0.01 per share, of the Company | Registration Statement on Form S-8 (File No. 333-101501) | November 27, 2002 |
| 4.2 | Indenture, dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association | Registration Statement on Form S-3 (File No. 333-195132) | April 8, 2014 |
| 4.3 | Officers’ Certificate and Authentication Order dated May 29, 2015 for the 5.250% Notes due 2045 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association | Current Report on Form 8-K (File No. 001-14187) | May 29, 2015 |
| 4.4 | Officers’ Certificate and Authentication Order dated March 2, 2017 for the 5.250% Notes due 2045 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association | Current Report on Form 8-K (File No. 001-14187) | March 3, 2017 |
| 4.5 | Officers’ Certificate and Authentication Order dated March 2, 2017 for the 3.750% Notes due 2027 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association | Current Report on Form 8-K (File No. 001-14187) | March 3, 2017 |
| 4.6 | Officers’ Certificate and Authentication Order dated December 20, 2017 for the 4.250% Notes due 2048 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014, between the Company and Wells Fargo Bank, National Association | Current Report on Form 8-K (File No. 001-14187) | December 20, 2017 |
| 4.7 | Officers’ Certificate and Authentication Order dated February 27, 2019 for the 4.550% Notes due 2029 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014 between the Company and Wells Fargo Bank, National Association. | Current Report on Form 8-K(File No. 001-14187) | February 28, 2019 |
| 4.8 | Officers’ Certificate and Authentication Order dated January 25, 2022 for the 2.950% Notes due 2032 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014 between the Company and Computershare Trust Company, N.A, as successor to Wells Fargo Bank, National Association. | Current Report on Form 8-K (File No. 001-14187) | January 27, 2022 |
| 10.1 | Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC | Current Report on Form 8-K (File No. 001-14187) | November 6, 2018 |
| 10.1.1 | First Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated April 30, 2020 | Annual Report on Form 10-K(File No. 001-14187) | July 27, 2020 |
| 10.102 | Second Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated December 16, 2021 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2022 |
| 10.103 | Third Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated December 30, 2021 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2022 |
| 10.104 | Fourth Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated August 1, 2022 | Quarterly Report on Form 10-Q(File No. 001-14187) | October 5, 2022 |
| 10.105 | Fifth Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated December 19, 2022 | Quarterly Report on Form 10-Q(File No. 001-14187) | April 6, 2023 |
| 10.106 | Sixth Amendment to Credit Agreement among RPM International Inc., the Borrowers party thereto, the Lenders party thereto and PNC Bank, National Association, as Administrative Agent, dated as of June 27, 2024 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2024 |
| 10.2 | Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated February 21, 2020 | Current Report on Form 8-K (File No. 001-14187) | February 27, 2020 |
| 10.2.1 | First Amendment to Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated April 30, 2020 | Annual Report on Form 10-K(File No. 001-14187) | July 27, 2020 |
| 10.2.2 | Second Amendment to Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated April 15, 2021 | Annual Report on Form 10-K (File No. 001-14187) | July 26, 2021 |
| 10.2.3 | Third Amendment to Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated December 16, 2021 | Previously shown as Exhibit 10.103 to Annual Report on Form 10-K (File No. 001-14187) | July 25, 2022 |
| 10.2.4 | Fourth Amendment to Credit Agreement among RPM International Inc., RPM New Horizons Netherlands B.V., the Lenders party thereto, and PNC Bank, National Association, as Administrative Agent, dated August 1, 2022 | Quarterly Report on Form 10-Q(File No. 001-14187) | October 5, 2022 |
| 10.3 | Second Amended and Restated Receivables Sales Agreement dated May 9, 2014 | Current Report on Form 8-K (File No. 001-14187) | May 15, 2014 |
| 10.3.1 | Amendment No. 1 to Second Amended and Restated Receivables Sale Agreement, dated as of August 29, 2014 | Quarterly Report on Form 10-Q (File No. 001-14187) | January 6, 2016 |
| 10.3.2 | Amendment No. 2 to Second Amended and Restated Receivables Sale Agreement, dated as of November 3, 2015 | Quarterly Report on Form 10-Q (File No. 001-14187) | January 6, 2016 |
| 10.3.3 | Amendment No. 3 to Second Amended and Restated Receivables Sale Agreement, dated as of December 31, 2016 | Quarterly Report on Form 10-Q (File No. 001-14187) | April 6, 2017 |
| 10.3.4 | Amendment No. 4 to Second Amended and Restated Receivables Sale Agreement, dated as of March 31, 2017 | Annual Report on Form 10-K(File No. 001-14187) | July 27, 2020 |
| 10.3.5 | Amendment No. 5 to Second Amended and Restated Receivables Sale Agreement, dated as of June 18, 2018 | Annual Report on Form 10-K(File No. 001-14187) | July 27, 2020 |
| 10.3.6 | Amendment No. 6 to Second Amended and Restated Receivables Sale Agreement, dated as of December 26, 2019 | Quarterly Report on Form 10-Q(File No. 001-14187) | April 8, 2020 |
| 10.3.7 | Amendment No. 7 to Second Amended and Restated Receivables Sale Agreement, dated as of June 5, 2020 | Annual Report on Form 10-K(File No. 001-14187) | July 27, 2020 |
| 10.38 | Amendment No. 8 to Second Amended and Restated Receivables Sale Agreement, dated as of September 14, 2021 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2022 |
| 10.39 | Amendment No. 9 to Second Amended and Restated Receivables Sale Agreement, dated as of September 30, 2021 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2022 |
| 10.310 | Amendment No. 10 to Second Amended and Restated Receivables Sale Agreement, dated as of March 1, 2022 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2022 |
| 10.311 | Amendment No. 11 to Second Amended and Restated Receivables Sale Agreement, dated as of May 20, 2024 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2024 |
| 10.312 | Amendment No. 12 to Second Amended and Restated Receivables Sale Agreement, dated as of April 30, 2025 (x) | ||
| 10.4 | Amended and Restated Receivables Purchase Agreement, dated May 9, 2014 | Current Report on Form 8-K (File No. 001-14187) | May 15, 2014 |
| 10.4.1 | Amendment No. 1 to Amended and Restated Receivables Purchase Agreement, dated as of February 25, 2015 | Quarterly Report on Form 10-Q (File No. 001-14187) | April 8, 2015 |
| 10.4.2 | Amendment No. 2 to Amended and Restated Receivables Purchase Agreement, dated as of May 2, 2017 | Current Report on Form 8-K (File No. 001-14187) | May 8, 2017 |
| 10.4.3 | Amendment No. 3 to Amended and Restated Receivables Purchase Agreement, dated as of June 18, 2018 | Annual Report on Form 10-K(File No. 001-14187) | July 27, 2020 |
| 10.4.4 | Amendment No. 4 to Amended and Restated Receivables Purchase Agreement, dated as of May 8, 2020 | Annual Report on Form 10-K(File No. 001-14187) | July 27, 2020 |
| 10.4.5 | Amendment No. 5 to Amended and Restated Receivables Purchase Agreement, dated as of May 22, 2020 | Annual Report on Form 10-K(File No. 001-14187) | July 27, 2020 |
| 10.4.6 | Amendment No. 6 to Amended and Restated Receivables Purchase Agreement, dated as of March 18, 2021 | Current Report on Form 8-K(File No. 001-14187) | March 24, 2021 |
| 10.47 | Amendment No. 7 to Amended and Restated Receivables Purchase Agreement, dated as of March 1, 2022 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2022 |
| 10.48 | Amendment No. 8 to Amended and Restated Receivables Purchase Agreement, dated as of March 23, 2023 | Annual Report on Form 10-K(File No. 001-14187) | July 26, 2023 |
| 10.49 | Amendment No. 9 to Amended and Restated Receivables Purchase Agreement, dated as of May 20, 2024 | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2024 |
| 10.410 | Amendment No. 9 to Amended and Restated Receivable Purchase Agreement, dated as of April 30, 2025 (x) | ||
| 10.5 | Amended and Restated Fee Letter, dated May 9, 2014 | Current Report on Form 8-K (File No. 001-14187) | May 15, 2014 |
| *10.6 | Amended and Restated Employment Agreement, effective December 31, 2008, by and between the Company and Frank C. Sullivan, Chairman and Chief Executive Officer | Quarterly Report on Form 10-Q (File No. 001-14187) | April 9, 2009 |
| *10.7 | Amended and Restated Employment Agreement, by and between the Company and Edward W. Moore, Vice President, General Counsel and Chief Compliance Officer | Quarterly Report on Form 10-Q (File No. 001-14187) | October 7, 2011 |
| *10.8 | Form of Indemnification Agreement entered into by and between the Company and each of its Directors and Executive Officers | Quarterly Report on Form 10-Q (File No. 001-14187) | January 13, 2003 |
| *10.9 | RPM International Inc. Deferred Compensation Plan, as Amended and Restated Generally, effective February 1, 2021 | Annual Report on Form 10-K(File No. 001-14187) | July 26, 2021 |
| *10.9.1 | Master Trust Agreement for RPM International Inc. Deferred Compensation Plan | Annual Report on Form 10-K (File No. 001-14187) | August 29, 2002 |
| 10.10 | Second Amendment and Restated Collection Account Agreement, dated July 29, 2010 | Quarterly Report on Form 10-Q(File No. 001-14187) | October 6, 2010 |
| *10.11 | RPM International Inc. 2014 Omnibus Equity and Incentive Plan, effective October 10, 2014 | Definitive Proxy Statement(File No. 001-14187) | August 26, 2014 |
| *10.11.1 | Amended and Restated RPM International Inc. 2014 Omnibus Equity and Incentive Plan, effective October 4, 2018 | Definitive Proxy Statement(File No. 001-14187) | August 30, 2018 |
| *10.11.2 | Amended and Restated RPM International Inc. 2014 Omnibus Equity and Incentive Plan, effective October 3, 2019 | Definitive Proxy Statement(File No. 001-14187) | August 27, 2019 |
| *10.113 | Form of Performance Stock Unit (PSU) and Escrow Agreement (for awards since 2014) | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2024 |
| *10.114 | Form of Performance-Earned Restricted Stock (PERS) and Escrow Agreement (for awards since 2014) | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2024 |
| *10.115 | Form of Stock Appreciation Rights Agreement (for awards since 2014) | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2024 |
| *10.116 | Form of Supplemental Executive Retirement Plan Restricted Stock Agreement (for awards since 2019) | Annual Report on Form 10-K(File No. 001-14187) | July 25, 2024 |
| *10.12 | RPM International Inc. Amended and Restated Incentive Compensation Plan | Quarterly Report on Form 10-Q (File No. 001-14187) | October 9, 2007 |
| *10.13 | Amended and Restated Employment Agreement, effective December 31, 2008, by and between the Company and Russell L. Gordon, Vice President and Chief Financial Officer | Annual Report on Form 10-K(File No. 001-14187) | July 24, 2013 |
| 10.14 | Settlement Term Sheet, dated July 26, 2014, by and among the Company, Bondex, SPHC, Republic, the Asbestos Claimants’ Committee, counsel for each member of the Asbestos Claimant’s Committee in its individual capacity and on behalf of such member, and Eric Green, in his capacity as the Future Claimants’ Representative | Current Report on Form 8-K (File No. 001-14187) | July 31, 2014 |
| 10.15 | Plan of Reorganization | Current Report on Form 8-K (File No. 001-14187) | December 23, 2014 |
| *10.16 | Amended and Restated Employment Agreement, effective December 31, 2008, by and between the Company and Janeen B. Kastner, Vice President – Corporate Benefits and Risk Management | Quarterly Report on Form 10-Q(File No. 001-14187) | October 7, 2015 |
| 10.17 | Cooperation Agreement, dated as of June 27, 2018, by and among the Company, Elliott Associates, L.P., Elliott International, L.P., and Elliott International Capital Advisors Inc. | Current Report on Form 8-K(File No. 001-14187) | June 28, 2018 |
| *10.18 | Employment Agreement by and between the Company and Timothy R. Kinser, Vice President – Operations | Annual Report on Form 10-K(File No. 001-14187) | July 26, 2023 |
| *10.19 | RPM International Inc. 2024 Omnibus Equity and Incentive Plan, effective October 3, 2024 | Definitive Proxy Statement (File No. 001-14187) | August 22, 2024 |
| 19.1 | RPM International Inc. Insider Trading Policy (x) | ||
| 21.1 | Subsidiaries of the Company (x) | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm (x) | ||
| 31.1 | Rule 13a-14(a) Certification of the Company’s Chief Executive Officer (x) | ||
| 31.2 | Rule 13a-14(a) Certification of the Company’s Chief Financial Officer (x) | ||
| 32.1 | Section 1350 Certification of the Company’s Chief Executive Officer (xx) | ||
| 32.2 | Section 1350 Certification of the Company Chief Financial Officer (xx) | ||
| 97.1 | RPM International Inc. Incentive-Based Compensation Clawback Policy (x) | ||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||
| 101.CAL | Incline XBRL Taxonomy Extension Calculation Linkbase Document. | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||
| 104 | Cover page Interactive Data File | ||
- Management contract or compensatory plan or arrangement.
(x) Filed herewith.
(xx) Furnished herewith.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.