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RPM INTERNATIONAL INC/DE/

For the period ended May 31, 2026. Filed Jul 22, 2026.

View on SEC.gov

About this filing

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.

FY2026 · Filed Jul 22, 2026

RPM$103.31-2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2025-05-31; filed 2025-07-24.

0000950170-25-098313

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2026-05-31; filed 2026-07-22.

0001193125-26-312142

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 104 previous paragraphs and 99 current paragraphs.

65 unchanged; 26 reworded; 7 added; 12 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Our CPG segment generated organic sales growth during fiscal 2026. This growth was driven by systems and roofing solutions serving high-performance buildings and infrastructure projects, along with strength in the concrete admixture business, partially offset by soft market conditions in select international markets and in the disaster restoration business due to reduced storm activity compared to the prior period. Favorable foreign currency translation also contributed to the sales increase.

Current report

Our PCG segment generated organic sales growth during fiscal 2026 when compared to the prior year, driven by growth in turnkey flooring solutions serving high-performance buildings, protective coatings, fireproofing coatings, food industry coatings and solutions, and specialty OEM coatings, along with strong demand in India and the Middle East. Acquisitions and favorable foreign currency translation also contributed to the sales increase.

Current report

Our Consumer segment experienced organic sales declines in fiscal 2026 due to softness in DIY and European markets, product rationalization, and weak demand in our Color Group, partially offset by improved pricing to recover cost inflation. These organic sales declines were offset by acquisitions.

Current report

SG&A Expenses Our consolidated SG&A expense increased by approximately $141.6 million during fiscal 2026 versus fiscal 2025 and decreased slightly to 29.1% of net sales for fiscal 2026 from 29.2% of net sales for fiscal 2025. This increase was primarily driven by $70.2 million of additional SG&A from acquisitions, foreign currency translation, investments in growth initiatives, merit increases, as well as increased healthcare costs, commission expenses, distribution costs and a $9.7 million property, plant and equipment impairment charge in our Consumer segment as described further in Note A(6), "Summary of Significant Accounting Policies - Property, Plant & Equipment," to the Consolidated Financial Statements. This was partially offset by a $14.4 million gain on earn-out liability fair value adjustments primarily associated with the Star Brands Group acquisition, along with MAP 2025 benefits, savings from 2026 restructuring actions and decreased professional fees related to our MAP 2025 initiatives.

Current report

Our CPG segment SG&A increased approximately $68.6 million in fiscal 2026 versus fiscal 2025 and increased as a percentage of net sales. The increase was mainly due to $8.8 million of additional SG&A related to acquisitions, foreign currency translation, merit increases, increased sales compensation and increased warranty expense, partially offset by reduced bad debt expense, MAP 2025 savings and savings from 2026 restructuring actions.

Current report

We also incurred costs associated with our 2026 restructuring action in the second half of fiscal 2026. The initial focus of the program is eliminating SG&A costs through the structural realignment and elimination of certain levels of management, as well as certain footprint rationalization initiatives. The objective of which is to better align our resources with our strategic priorities and navigate the current economic environment. As we finalize our next multi-year MAP initiative, we will continue to identify improvement and cost savings opportunities, as well as establish the expected duration of the program. We currently expect to incur approximately $7.2 million of future additional charges related to the implementation of this initiative.

Current report

On a consolidated basis, our results reflect improved sales, MAP 2025 operational improvements, savings from 2026 restructuring actions and improved investment returns, partially offset by unfavorable sales mix, cost inflation, temporary inefficiencies due to MAP 2025 plant consolidations, increased interest expense, increased SG&A as a result of higher healthcare costs, investments in growth initiatives and increased restructuring expense. Our CPG segment results reflect improved sales, MAP 2025 benefits and savings from 2026 restructuring actions, partially offset by temporary inefficiencies due to MAP 2025 plant consolidations, increased SG&A due to investments in growth initiatives and increased restructuring expense. Our PCG segment results reflect earnings contributed by higher sales volumes, MAP 2025 operational improvement initiatives and savings from 2026 restructuring actions, partially offset by growth investments, cost inflation, unfavorable mix and increased restructuring expense. In addition, our prior period PCG segment results reflect the $4.7 million expense related to the adverse legal ruling. Our Consumer segment results reflect the $12.7 million gain on a fair value adjustment of the earn-out liability associated with the Star Brands Group acquisition, the $4.4 million net gain on the sale of three properties that were closed as part of our MAP 2025 program, the integration of acquired businesses, MAP 2025 benefits and savings from 2026 restructuring actions. Our prior period Consumer segment results also include the $11.4 million goodwill impairment charge that did not recur. This was partially offset by the $9.7 million property, plant and equipment impairment charge, cost inflation, increased marketing expenses, and reduced fixed-cost absorption from lower volumes and temporary inefficiencies from a plant consolidation and ramp up of a shared distribution center. Our corporate/other category results reflect increased healthcare costs, compensation costs, interest expense and increased restructuring expense, partially offset by decreased professional fees related to our MAP 2025 operational improvement initiatives, improved investment returns, savings from 2026 restructuring actions and reduced pension non-service costs.
Removed paragraphs (12)

Previous report

We operate a portfolio of businesses and product lines that manufacture and sell a variety of specialty paints, protective coatings, roofing systems, flooring solutions, sealants, cleaners and adhesives. We manage our portfolio by organizing our businesses and product lines into four reportable segments - CPG, PCG, Consumer and SPG - which also represent our operating segments. In addition to our four reportable segments, there is a category of certain business activities and expenses, referred to as corporate/other, that does not constitute an operating segment. Within each operating segment, we manage product lines and businesses which generally address common markets, share similar economic characteristics, utilize similar technologies and can share manufacturing or distribution capabilities. See Note R, "Segment Information," to the Consolidated Financial Statements for additional information on our reportable segments.

Previous report

Effective June 1, 2023, certain Asia Pacific businesses and management structure, formerly of our CPG segment, were transferred to our PCG segment to create operating efficiencies and a more unified go-to-market strategy in Asia Pacific. This realignment is reflected in our reportable segments beginning with fiscal 2022. As such, historical segment results have been recast to reflect the impact of this change.

Previous report

Our CPG segment generated organic sales growth during fiscal 2025, led by systems and turnkey roofing solutions serving high-performance buildings, which benefited from its restoration project focus, direct sales model, and high growth in the service business. Unfavorable foreign exchange translation partially offset sales growth.

Previous report

Our PCG segment generated organic sales growth during fiscal 2025 when compared to the prior year. Organic sales growth was driven by the flooring business, which benefited from its focus on maintenance and restoration and specified, turnkey solutions for high-performance construction projects. PCG's growth was strongest internationally in Europe and the Middle East, which was driven by an acquisition in the FRP structures business in the second quarter of fiscal 2025 as well as demand from high-performance building and infrastructure projects. The divestiture of USL's Bridgecare services division in the first quarter of fiscal 2024 and unfavorable foreign exchange translation partially offset this sales growth.

Previous report

Our Consumer segment experienced organic sales declines in fiscal 2025 driven by reduced DIY takeaway at retail, customer destocking and the rationalization of certain lower-margin products. This was partially offset by new product introductions, growth in Europe and the benefit from an acquisition in the fourth quarter of fiscal 2025. Unfavorable foreign exchange translation also impacted sales declines.

Previous report

Our SPG segment experienced organic sales declines during fiscal 2025, which were driven by soft demand in specialty OEM markets and the disaster restoration business, which was impacted by lower remediation activity. Sales declines were partially offset by growth from an acquisition in the food coatings business in the first quarter of fiscal 2025.

Previous report

SG&A Expenses Our consolidated SG&A expense increased by approximately $37.0 million during fiscal 2025 versus fiscal 2024 and increased to 29.2% of net sales for fiscal 2025 from 28.8% of net sales for fiscal 2024. This increase was due to merit increases, along with increased legal fees, merger and acquisition ("M&A") expenses, hospitalization costs, commissions and increased intangible asset amortization related to our MAP 2025 program. Further, the prior period includes the $11.1 million gain on business interruption insurance proceeds which did not recur in the current period as described below in Note P, "Contingencies and Other Accrued Losses," to the Consolidated Financial Statements. This was partially offset by reduced advertising costs, insurance costs, decreased bonus expense, MAP 2025 savings and favorable foreign currency impacts.

Previous report

Our CPG segment SG&A decreased approximately $10.0 million in fiscal 2025 versus fiscal 2024 and decreased as a percentage of net sales. The decrease in expense was mainly due to MAP 2025 savings, along with lower accrued employee benefit costs, decreased bad debt expense, professional fees and favorable foreign currency impacts, partially offset by merit increases and increased commissions.

Previous report

Our SPG segment SG&A was approximately $3.0 million higher during fiscal 2025 versus fiscal 2024 and increased as a percentage of sales. The increase in SG&A expense is attributable to increased bad debt expense of $2.5 million related to a customer bankruptcy and the $1.7 million impairment charge for an indefinite-lived tradename as described below in Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements. These increases were partially offset by MAP 2025 savings and reduced professional fees.

Previous report

See Note F, "Acquisitions and Divestitures," to the Consolidated Financial Statements for details.

Previous report

On a consolidated basis, our results reflect MAP 2025 benefits, partially offset by reduced fixed-cost absorption due to negative production volumes, increased SG&A and unfavorable foreign currency translation. Our CPG segment results reflect sales growth and MAP 2025 benefits. Our PCG segment results reflect unit volume growth, which was enhanced by MAP 2025 initiatives. In addition, our prior year PCG segment results reflect the $4.5 million loss on the sale of USL's Bridgecare services division, the $3.3 million impairment of an indefinite lived-intangible asset as described below in Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements, and higher bad debt expense. Our Consumer segment results reflect reduced fixed-cost absorption due to negative volumes, raw material and labor inflation, $4.4 million of bad debt expense from a retail customer bankruptcy, increased restructuring costs and increased intangible asset amortization related to our MAP 2025 program, while our prior period results include the $11.1 million gain on business interruption insurance proceeds and $3.6 million gain associated with the sale of a facility. The current period earnings decline was mitigated by improved operating efficiencies related to MAP 2025 and rationalization of lower margin products. Our SPG segment results reflect reduced fixed-cost absorption due to negative volumes along with increased bad debt expense, restructuring costs and the $13.1 million of intangible asset impairment charges, partially offset by MAP 2025 benefits. Our corporate/other category results reflect reduced interest expense, pension non-service costs and insurance costs, partially offset by the unfavorable swing in investment returns, along with increased compensation expense and M&A expenses.
Reworded paragraphs (26)

Previous wording

Measuring a potential impairment of amortizable intangible and other long-lived assets requires the use of various estimates and assumptions, including the determination of which cash flows are directly related to the assets being evaluated, the respective useful lives over which those cash flows will occur and potential residual values, if any. If we determine that the carrying values of these assets may not be recoverable based upon the existence of one or more of the above-described indicators or other factors, any impairment amounts would be measured based on the projected net cash flows expected from these assets, including any net cash flows related to eventual disposition activities. The determination of any impairment losses would be based on the best information available, including internal estimates of discounted cash flows; market participant assumptions; quoted market prices, when available; and independent appraisals, as appropriate, to determine fair values. Cash flow estimates would be based on our historical experience and our internal business plans, with appropriate discount rates applied.

Current wording

Measuring a potential impairment of amortizable intangible and other long-lived assets requires the use of various estimates and assumptions, including the determination of which cash flows are directly related to the assets being evaluated, the respective useful lives over which those cash flows will occur and potential residual values, if any. If we determine that the carrying values of these assets may not be recoverable based upon the existence of one or more of the above-described indicators or other factors, any impairment amounts are measured based on the projected net cash flows expected from these assets, including any net cash flows related to eventual disposition activities. The determination of any impairment losses are based on the best information available, including internal estimates of discounted cash flows, market participant assumptions, quoted market prices, when available, and independent appraisals, as appropriate, to determine fair values. Cash flow estimates are based on our historical experience and our internal business plans, with appropriate discount rates applied.

Previous wording

Additionally, we test all indefinite-lived intangible assets for impairment at least annually during our fiscal fourth quarter. We follow the guidance provided by ASC 350 that simplifies how an entity tests indefinite-lived intangible assets for impairment. It provides an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount before applying traditional quantitative tests. We applied quantitative processes during our annual indefinite-lived intangible asset impairment assessments performed during the fourth quarters of fiscal 2025, 2024 and 2023.

Current wording

Additionally, we test indefinite-lived intangible assets for impairment at least annually during our fiscal fourth quarter. We follow the guidance provided by ASC 350 that simplifies how an entity tests indefinite-lived intangible assets for impairment. It provides an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount before applying traditional quantitative tests. We applied both the qualitative and quantitative processes during our annual indefinite-lived intangible asset impairment assessments performed during the fourth quarter of fiscal 2026, and applied only the quantitative process during the fourth quarters of fiscal 2025 and 2024.

Previous wording

In determining the adequacy of valuation allowances, we consider cumulative and anticipated amounts of domestic and international earnings or losses of the appropriate character, anticipated amounts of foreign source income, as well as the anticipated taxable income resulting from the reversal of future taxable temporary differences. We intend to maintain any recorded valuation allowances until sufficient positive evidence (for example, cumulative positive foreign earnings or capital gain income) exists to support a reversal of the tax valuation allowances.

Current wording

In determining the adequacy of valuation allowances, we consider cumulative and anticipated amounts of domestic and international earnings or losses of an appropriate character, anticipated amounts of foreign source income, as well as the anticipated taxable income resulting from the reversal of future taxable temporary differences. We intend to maintain any recorded valuation allowances until sufficient positive evidence (for example, cumulative positive foreign earnings or capital gain income) exists to support a reversal of the tax valuation allowances.

Previous wording

During fiscal 2025, we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretation, we have recognized a $43.9 million net increase to our deferred income tax assets for U.S. foreign tax credit carryforwards because of these developments. The amount recorded is our current estimate of the deferred tax assets for these credits that we expect to realize during the carryforward period. It is possible that the amount recorded could be adjusted if there are changes in U.S. income tax laws, regulations, case law, guidance or other positions issued by the Internal Revenue Service. Further, the amount recorded could change based on our future results or the implementation, if any, of income tax planning.

Current wording

During fiscal 2025, we reassessed certain of our income tax positions following developments in U.S. income tax case law. Based on this analysis and interpretation, we recognized a $43.9 million net increase to our deferred income tax assets for U.S. foreign tax credit carryforwards because of these developments. The amount recorded was our estimate of the deferred tax assets for these credits that we expect to realize during the carryforward period. It is possible that the amount recorded could be adjusted if there are changes in U.S. income tax laws, regulations, case law, guidance or other positions issued by the Internal Revenue Service. Further, the amount recorded could change based on our future results or the implementation, if any, of income tax planning.

Previous wording

Effective June 1, 2025, we realigned certain businesses and management structure to recognize how we allocate resources and analyze the operating performance of our operating segments. This realignment did not change our reportable segments at May 31, 2025. Rather, our periodic filings, beginning with our first quarter ending August 31, 2025, will include historical segment results reclassified to reflect the effect of this realignment. See Note A(21), "Summary of Significant Accounting Policies - Subsequent Events," of Notes to the Consolidated Financial Statements for additional detail regarding this change in reportable segments.

Current wording

Effective June 1, 2025, we realigned certain businesses and management structures to recognize how we allocate resources and analyze the operating performance of our operating segments. As such, we now report under three reportable segments instead of our four previous reportable segments. Our three reportable segments are: CPG, PCG and Consumer. This realignment changed our reportable segments beginning with our first quarter of fiscal 2026. As a result, historical segment results have been recast to reflect the impact of this change. See Note R, "Segment Information," of Notes to the Consolidated Financial Statements for additional detail regarding this change in reportable segments.

Previous wording

The following table reflects the results of our reportable segments consistent with our management philosophy, and represents the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of product lines.

Current wording

The following table reflects the results of our reportable segments consistent with our management philosophy, and represents the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.

Previous wording

Gross Profit Margin Our consolidated gross profit margin of 41.4% of net sales for fiscal 2025 compares to a consolidated gross profit margin of 41.1% for the comparable period a year ago. This gross profit margin increase of approximately 30 basis points ("bps") resulted primarily from our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence that favorably impacted our gross margin, partially offset by reduced fixed-cost absorption due to lower production volumes, and additional costs incurred due to MAP 2025-enabled plant consolidations; labor inflation, tariff-related impacts and unfavorable sales mix.

Current wording

Gross Profit Margin Our consolidated gross profit margin of 41.4% of net sales for fiscal 2026 was consistent with the comparable prior year period. Gross profit margin remained flat as cost inflation, inclusive of tariff-related impacts, reduced fixed-cost absorption at businesses with volume declines, unfavorable sales mix, and temporary inefficiencies due to MAP 2025 plant consolidations were offset by improved pricing to recover cost inflation and our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence.

Previous wording

We expect that the inflationary headwinds noted above, inclusive of tariff-related impacts, will continue in fiscal 2026.

Current wording

We expect that the inflationary headwinds noted above, as well as the impact from geopolitical-driven inflation, will be reflected in our results in fiscal 2027.

Previous wording

Our PCG segment SG&A was approximately $4.0 million higher for fiscal 2025 versus fiscal 2024 but decreased as a percentage of net sales. The increase in expense was mainly due to merit increases, partially offset by a reduction in bad debt expense, and bonus expense, along with the $4.5 million loss on the sale of USL's Bridgecare services division recorded during the prior year, as described below in Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements.

Current wording

Our PCG segment SG&A was approximately $5.7 million higher for fiscal 2026 versus fiscal 2025 but decreased as a percentage of net sales. The increase in expense was driven by $9.1 million of additional SG&A related to acquisitions, foreign currency translation and merit increases, partially offset by MAP 2025 savings, savings from 2026 restructuring actions and a $4.7 million expense related to the adverse legal ruling in the prior period, which did not recur as described further in Note P, "Contingencies and Other Accrued Losses," to the Consolidated Financial Statements.

Previous wording

Our Consumer segment SG&A increased by approximately $31.8 million during fiscal 2025 versus fiscal 2024 and increased as a percentage of net sales. The year-over-year increase in SG&A was primarily attributable to the $11.1 million gain on business interruption insurance proceeds received in the prior year and a $3.6 million gain associated with the sale of a facility in the prior year that did not recur in the current year, $4.4 million of bad debt expense related to a retail customer bankruptcy, increased intangible asset amortization related to our MAP 2025 program, increased legal fees and increased IT expenses, partially offset by MAP 2025 savings, along with decreased advertising costs and variable distribution costs.

Current wording

Our Consumer segment SG&A increased by approximately $46.7 million during fiscal 2026 versus fiscal 2025 and increased as a percentage of net sales. The year-over-year increase in SG&A was primarily attributable to $52.3 million of additional SG&A related to acquisitions, the $9.7 million property, plant and equipment impairment charge and foreign currency translation, along with increased distribution costs and advertising costs. These increases were partially offset by a $12.7 million gain on a fair value adjustment of the earn-out liability associated with the Star Brands Group acquisition, a $4.4 million net gain on the sale of three properties that were closed as part of our MAP 2025 program and a $4.4 million bad debt expense related to a retail customer bankruptcy in the prior period that did not recur, along with MAP 2025 savings and savings from 2026 restructuring actions.

Previous wording

Our corporate/other category SG&A was approximately $8.2 million higher during fiscal 2025 versus fiscal 2024. This was mainly due to increased benefit costs, compensation costs, IT expense, and M&A expenses, partially offset by decreased insurance costs and reduced professional fees related to our MAP 2025 operational improvement initiatives.

Current wording

Our corporate/other category SG&A was approximately $20.6 million higher during fiscal 2026 versus fiscal 2025. This was mainly due to increased healthcare costs, insurance costs, compensation costs and higher executive departure costs, partially offset by decreased professional fees related to our MAP 2025 operational improvement initiatives and savings from 2026 restructuring actions.

Previous wording

We expect that pension and postretirement expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, both of which are difficult to predict in light of the lingering macroeconomic uncertainties associated with tariff-related impacts, but which may have a material impact on our consolidated financial results in the future. A decrease of 1% in the discount rate or the expected return on plan assets assumptions would result in $8.0 million and $8.6 million higher expense, respectively. The assumptions and estimates used to determine the discount rate and expected return on plan assets are more fully described in Note N, “Pension Plans,” and Note O, “Postretirement Benefits,” to our Consolidated Financial Statements. Further discussion and analysis of the sensitivity surrounding our most critical assumptions under our pension and postretirement plans is discussed above in “Critical Accounting Policies and Estimates - Pension and Postretirement Plans.”

Current wording

We expect that pension and postretirement expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, both of which are difficult to predict in light of the lingering macroeconomic uncertainties associated with tariff-related impacts and geopolitical uncertainty, but which may have a material impact on our consolidated financial results in the future. A decrease of 1% in the discount rate or the expected return on plan assets assumptions would result in $8.0 million and $9.3 million higher expense, respectively. The assumptions and estimates used to determine the discount rate and expected return on plan assets are more fully described in Note N, “Pension Plans,” and Note O, “Postretirement Benefits,” to our Consolidated Financial Statements. Further discussion and analysis of the sensitivity surrounding our most critical assumptions under our pension and postretirement plans is discussed above in “Critical Accounting Policies and Estimates - Pension and Postretirement Plans.”

Previous wording

The following table summarizes restructuring charges recorded during the years ended May 31, 2025 and 2024, related to our MAP 2025 initiative, which is a multi-year restructuring plan to build on the achievements of MAP to Growth and designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix, pricing discipline and salesforce effectiveness and improving operating efficiency:

Current wording

Our MAP 2025 initiative was a multi-year restructuring plan designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix, pricing discipline and salesforce effectiveness and improving operating efficiency. On May 31, 2025, we formally concluded MAP 2025; however, certain projects identified prior to May 31, 2025, are not yet completed. As a result, we plan to continue recognizing restructuring costs into fiscal 2027. We currently expect to incur approximately $5.3 million of future additional charges as projects related to MAP 2025 are completed.

Previous wording

For further information and details about MAP 2025, see Note B, “Restructuring,” to the Consolidated Financial Statements.

Current wording

For further information and details about restructuring initiatives, see Note B, “Restructuring,” to the Consolidated Financial Statements.

Previous wording

Income Tax Rate The effective income tax rate was 12.9% for fiscal 2025 compared to an effective income tax rate of 25.2% for fiscal 2024. Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for the components of the effective income tax rates.

Current wording

Income Tax Rate The effective income tax rate was 23.9% for fiscal 2026 compared to an effective income tax rate of 12.9% for fiscal 2025. Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for the components of the effective income tax rates.

Previous wording

Approximately $768.2 million of cash was provided by operating activities during fiscal 2025, compared with $1.12 billion of cash provided by operating activities during fiscal 2024. The net change in cash from operations includes the change in net income, which increased by $100.9 million year over year.

Current wording

Approximately $898.7 million of cash was provided by operating activities during fiscal 2026, compared with $768.2 million of cash provided by operating activities during fiscal 2025. The net change in cash from operations includes the change in net income, which decreased by $27.8 million year over year. The prior year net income is elevated because of significant non-cash adjustments related to deferred income taxes.

Previous wording

The change in accounts receivable during fiscal 2025 provided approximately $137.9 million less cash than fiscal 2024. This was primarily due to the timing of sales in our PCG segment and increased volumes in our CPG segment which generated strong sales growth at the end of fiscal 2025. Average days sales outstanding at May 31, 2025 and 2024 was 63.0 days.

Current wording

The change in accounts receivable during fiscal 2026 provided approximately $64.3 million less cash than fiscal 2025. This was primarily due to the timing of sales in our CPG and Consumer segments, which generated strong sales growth at the end of fiscal 2026. Average days sales outstanding at May 31, 2026 increased to 63.7 days from 63.0 days at May 31, 2025.

Previous wording

During fiscal 2025, the change in inventory used approximately $214.3 million more cash compared to our spending during fiscal 2024 as a result of strategic purchases to mitigate the impact of tariffs. This is in comparison to fiscal 2024, when our operating segments were using safety stock built up in response to supply chain outages and raw material inflation. Average days inventory outstanding at May 31, 2025 decreased to 85.8 days from 91.1 days at May 31, 2024.

Current wording

During fiscal 2026, the change in inventory provided approximately $53.0 million more cash compared to our spending during fiscal 2025 as a result of improved procurement practices enabled by MAP 2025 and the use of safety stock strategically purchased during the fourth quarter of fiscal 2025 to mitigate the impact of tariffs. Average days inventory outstanding at May 31, 2026 increased to 86.5 days from 85.8 days at May 31, 2025.

Previous wording

The change in accounts payable during fiscal 2025 used approximately $108.5 million less cash than during fiscal 2024. This is associated with working capital efficiencies enabled by MAP 2025 initiatives, including improved procurement practices. Average days payables outstanding at May 31, 2025 increased to 91.3 days from 83.0 days at May 31, 2024.

Current wording

The change in accounts payable during fiscal 2026 used approximately $16.4 million more cash than during fiscal 2025, but still had a favorable impact on cash flow in the current period. This is associated with working capital efficiencies enabled by MAP 2025 initiatives, including improved procurement practices. This is in comparison to more pronounced benefits realized in the comparable prior year period when these initiatives were implemented. Average days payables outstanding at May 31, 2026 increased to 94.3 days from 91.3 days at May 31, 2025.

Previous wording

For fiscal 2025, cash used for investing activities increased by $619.1 million to $825.5 million as compared to $206.4 million in the prior year period. This year-over-year increase in cash used for investing activities was primarily driven by a $580.2 million increase in cash used for business acquisitions, primarily driven by the acquisition of the Star Brands Group.

Current wording

For fiscal 2026, cash used for investing activities decreased by $408.3 million to $417.2 million as compared to $825.5 million in the prior year period. This year-over-year decrease in cash used for investing activities was primarily driven by a $393.4 million decrease in cash used for business acquisitions.

Previous wording

We paid for capital expenditures of $229.9 million and $214.0 million during the periods ended May 31, 2025 and 2024, respectively. This increase was the result of MAP 2025-enabled plant consolidations and investments in shared RPM production, distribution and R&D centers, due to improved international coordination as part of our MAP 2025 program. Our capital expenditures facilitate our continued growth, allow us to achieve production and distribution efficiencies, expand capacity, introduce new technology, improve environmental health and safety capabilities, improve information systems, and enhance our administration capabilities. We continued to invest capital spending in growth initiatives and to improve operational efficiencies in fiscal 2025.

Current wording

We paid for capital expenditures of $223.5 million and $229.9 million during the periods ended May 31, 2026 and 2025, respectively. Our capital expenditures facilitate our continued growth, allow us to achieve production and distribution efficiencies, expand capacity, introduce new technology, improve environmental health and safety capabilities, improve information systems, and enhance our administration capabilities. We continued to invest capital spending in growth initiatives and to improve operational efficiencies in fiscal 2026.

Previous wording

Our captive insurance companies invest their excess cash in marketable securities in the ordinary course of conducting their operations, and this activity will continue. Differences in the amounts related to these activities on a year-over-year basis are primarily attributable to the rebalancing of the portfolio, along with differences in the timing and performance of their investments balanced against amounts required to satisfy claims. At May 31, 2025 and 2024, the fair value of our investments in marketable securities totaled $159.7 million and $154.3 million, respectively.

Current wording

Our captive insurance companies invest their excess cash in marketable securities in the ordinary course of conducting their operations, and this activity will continue. Differences in the amounts related to these activities on a year-over-year basis are primarily attributable to the rebalancing of the portfolio, along with differences in the timing and performance of their investments balanced against amounts required to satisfy claims. At May 31, 2026 and 2025, the fair value of our investments in marketable securities totaled $199.7 million and $159.7 million, respectively.

Previous wording

As of May 31, 2025, approximately $274.9 million of our consolidated cash and cash equivalents were held at various foreign subsidiaries, compared with approximately $215.2 million as of May 31, 2024. Undistributed earnings held at our foreign subsidiaries that are considered permanently reinvested will be used, for instance, to expand operations organically or for acquisitions in foreign jurisdictions. Further, our operations in the United States generate sufficient cash flow to satisfy U.S. operating requirements. Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for additional information regarding unremitted foreign earnings.

Current wording

As of May 31, 2026, approximately $291.8 million of our consolidated cash and cash equivalents were held at various foreign subsidiaries, compared with approximately $274.9 million as of May 31, 2025. Undistributed earnings held at our foreign subsidiaries that are considered permanently reinvested will be used, for instance, to expand operations organically or for acquisitions in foreign jurisdictions. Further, our operations in the United States generate sufficient cash flow to satisfy U.S. operating requirements. Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for additional information regarding unremitted foreign earnings.

Previous wording

For fiscal 2025, financing activities provided $121.9 million of cash compared to $890.0 million of cash used for financing activities in the prior year. This was driven principally by debt-related activities. During fiscal 2025, we borrowed $418.1 million on our revolving credit facilities and $60.0 million on our accounts receivable securitization program ("AR Program") to finance business acquisitions, primarily driven by the acquisition of the Star Brands Group. In comparison, we repaid $273.4 million on our revolving credit facilities, $45.0 million on our AR Program and $250.0 million on our term loan in fiscal 2024. Refer to Note G, “Borrowings,” to the Consolidated Financial Statements for a discussion of significant debt-related activity that occurred in fiscal 2025 and 2024, significant components of our debt, and our available liquidity.

Current wording

For fiscal 2026, financing activities used $482.2 million of cash compared to $121.9 million of cash provided from financing activities in the prior year. This was driven principally by debt-related activities. During fiscal 2026, we repaid $197.8 million on our revolving credit facility and borrowed $84.0 million on our accounts receivable securitization program ("AR Program"). In comparison, we borrowed $418.1 million on our revolving credit facilities and $60.0 million on our AR Program to finance business acquisitions, primarily driven by the acquisition of the Star Brands Group in fiscal 2025. Refer to Note G, “Borrowings,” to the Consolidated Financial Statements for a discussion of significant debt-related activity that occurred in fiscal 2026 and 2025, significant components of our debt, and our available liquidity.

Previous wording

Excluded from other long-term liabilities are our gross long-term liabilities for unrecognized tax benefits, which totaled $2.3 million at May 31, 2025. Currently, we cannot predict with reasonable reliability the timing of cash settlements to the respective taxing authorities related to these liabilities.

Current wording

Excluded from other long-term liabilities are our gross long-term liabilities for unrecognized tax benefits, which totaled $2.4 million at May 31, 2026. Currently, we cannot predict with reasonable reliability the timing of cash settlements to the respective taxing authorities related to these liabilities.

Previous wording

The U.S. dollar fluctuated throughout the year and was stronger against other major currencies where we conduct operations, causing an unfavorable change in the accumulated other comprehensive income (loss) (refer to Note K, “Accumulated Other Comprehensive Income (Loss),” to the Consolidated Financial Statements) component of stockholders’ equity of $9.0 million this year versus a favorable change of $3.5 million last year. The change in fiscal 2025 was in addition to a favorable net change of $12.0 million related to adjustments required for minimum pension and other postretirement liabilities.

Current wording

The U.S. dollar fluctuated throughout the year and was weaker against other major currencies where we conduct operations, causing a favorable change in the accumulated other comprehensive income (loss) (refer to Note K, “Accumulated Other Comprehensive Income (Loss),” to the Consolidated Financial Statements) component of stockholders’ equity of $42.0 million this year versus an unfavorable change of $9.0 million last year. The change in fiscal 2026 was in addition to a favorable net change of $44.3 million related to adjustments required for minimum pension and other postretirement liabilities.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The following table summarizes restructuring charges recorded during the years ended May 31, 2026 and 2025:
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

On May 31, 2025, we formally concluded MAP 2025; however, certain projects identified prior to May 31, 2025 will not be completed until fiscal 2026. We currently expect to incur approximately $20.1 million of future additional charges related to the implementation of MAP 2025.