749685AT0

• David C. Dennsteadt, previously Executive Vice President, was appointed President and Chief Operating Officer effective July 17, 2026.
• Frank C. Sullivan, who had been Chair, President and CEO, will continue as Chair and Chief Executive Officer.
• No arrangements, family relationships, or material interests requiring disclosure were reported in connection with Dennsteadt's appointment.
• The appointment was announced in a press release dated July 17, 2026, attached as Exhibit 99.3.

2.02 Results of Operations and Financial Condition · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The amendments remove the credit spread adjustment for SOFR-based credit extensions, eliminate the interest coverage ratio covenant, and clarify the Applicable Margin applies to both SOFR and alternate-base-rate extensions.
• A new leverage ratio covenant (max 3.75 to 1.0) is added, applicable only if RPM loses investment grade ratings from at least two specified agencies, matching its revolving credit facility.
• Amortization event thresholds increased: judgment-based and material-indebtedness thresholds for the company and subsidiaries (excluding originators) rose from $150M to $250M, and for originators from $20M to $50M.
• On May 29, 2026, Timothy R. Kinser resigned as Vice President – Operations due to planned retirement and became Project Management Officer of RPM Enterprises, Inc., a subsidiary.

1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Thomas C. Gentile, III was appointed to the RPM International Inc. board of directors on April 20, 2026, effective immediately.
• His appointment expands the board to 13 members.
• Gentile will receive compensation consistent with other non-employee directors, as described in RPM's proxy statement filed August 21, 2025.
• RPM entered into a standard indemnification agreement with Gentile, effective April 20, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Third-quarter net sales were $1.61 billion, up 8.9% from the prior-year period, with record sales in all three segments.
• Adjusted diluted EPS was a record $0.57, up 62.9%, and adjusted EBIT was a record $116.4 million, up 48.8%.
• The company reaffirmed fiscal 2026 fourth-quarter guidance of mid-single-digit sales growth and low- to high-single-digit adjusted EBIT growth.
• RPM completed the acquisition of Kalzip GmbH on March 31, 2026, which generated approximately €75.0 million in revenue in calendar year 2024.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendment extends the credit facility's term by five years, with a new maturity date of February 27, 2031.
• Interest rates on U.S. Dollar loans are based on base rate or term SOFR (or daily simple SOFR for swingline loans) plus a spread tied to the company's debt rating; initial spreads range from 0.0% to 1.00% per annum depending on loan type.
• The facility fee starts at 0.125% per annum and may adjust between 0.09% and 0.20% based on debt rating.
• The amendment eliminates the interest coverage ratio financial covenant while retaining a leverage ratio covenant of no more than 3.75 to 1.0.

1.01 Entry into a Material Definitive Agreement

• Net income of $161.2 million and diluted EPS of $1.26; adjusted diluted EPS of $1.20, down 13.7%.
• Adjusted EBIT of $226.6 million, down 11.2% from prior-year record.
• Company implementing SG&A optimization actions expected to save approximately $100 million annually.
• Fiscal 2026 Q3 outlook: mid-single-digit sales growth, adjusted EBIT up mid- to high-single digits.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• David C. Dennsteadt, age 53, was elected Executive Vice President on October 2, 2025, after serving as group president of the Performance Coatings Group.
• Dennsteadt entered into an Employment Agreement effective October 2, 2025, with a base salary of $615,000 and eligibility for annual incentive compensation.
• The Employment Agreement provides for three times base salary in certain termination scenarios (involuntary without cause or resignation with good reason within two years of a change in control).
• Gregory Michael succeeded Dennsteadt as group president of the newly expanded Performance Coatings Group.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Record first-quarter net sales of $2.11 billion, up 7.4% year-over-year.
• Record adjusted EBIT of $337.8 million, up 2.9% from prior-year record.
• Fiscal 2026 Q2 outlook: mid-single-digit sales and adjusted EBIT growth.
• Full-year outlook: sales toward higher end of low-to-mid-single-digit range; adjusted EBIT toward lower end of high-single-to-low-double-digit range.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits