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 (Date of earliest event reported) ~~April~~May 2027, 2026

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)


Delaware	1-14187	02-0642224
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


2628 Pearl Road, Medina, Ohio		44256
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (330) 273-5090

(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 (see General Instruction A.2. below):

☐	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

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01

RPM

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 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 1.01

Entry into a Material Definitive Agreement

Amendment of Accounts Receivable Securitization Facility

On May 27, 2026, RPM International Inc. (the “Company”) amended its existing $300.0 million accounts receivable securitization facility (the “A/R Facility”) by entering into (i) Amendment No. 11 to Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2026 (the “RPA Amendment”), among the Company, RPM Funding Corporation, a special purpose entity (the “SPE”) whose voting interests are wholly owned by the Company, certain purchasers from time to time party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent, and (ii) Amendment No. 14 to Second Amended and Restated Receivables Sale Agreement, dated as of May 27, 2026 (the “RSA Amendment”, and together with the RPA Amendment, the “Amendments”), among certain subsidiaries of the Company (the “Originators”) and the SPE.

Among other things, the Amendments:

•

remove the credit spread adjustment for SOFR-based credit extensions;

•

eliminate the interest coverage ratio financial covenant;

•

clarify that the Applicable Margin (as defined in the RPA Amendment) applies to both SOFR-based and alternate-base-rate credit extensions, in accordance with the parties’ past practice;

•

add a leverage ratio financial covenant that the Company must comply with if the Company does not maintain an investment grade public debt rating with at least two specified rating agencies, which to the extent applicable requires that the Company not permit its leverage ratio (defined as the ratio of consolidated total indebtedness (less unencumbered cash and cash equivalents) to consolidated EBITDA for the four most recent fiscal quarters) as at the end of any fiscal quarter to exceed 3.75 to 1.0 (subject to adjustment as set forth in the RPA Amendment) (this financial test, to the extent applicable, is substantively identical to a similar covenant already contained in the Company’s revolving credit facility); and

•

conform the A/R Facility in certain other respects to the Company’s revolving credit facility, including increasing the judgment-based amortization event threshold from $150 million to $250 million and the material-indebtedness-based amortization event threshold from $150 million to $250 million for the Company and its subsidiaries (other than the Originators) and from $20 million to $50 million for any Originator.

The description contained herein of the Amendments is qualified in its entirety by reference to the full text of the Amendments, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the year ending May 31, 2026, and are incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Thomas~~On C.May 29, ~~Gentile~~2026, ~~III~~in ~~Appointed~~connection towith his planned retirement, Timothy R. Kinser resigned from his position as Vice President – Operations of the ~~Board~~Company. Effective that same date, Mr. Kinser became Project Management Officer of ~~Directors~~RPM Enterprises, Inc., a subsidiary of the Company.

On April 20, 2026, the Board of Directors (the “Board”) of RPM International Inc. (the “Company”) appointed Thomas C. Gentile, III to the Board, effective immediately.

Mr. Gentile currently serves as chairman, chief executive officer and president of Hexcel Corporation (NYSE: HXL), a global leader in advanced lightweight composites technology. Mr. Gentile assumed the position of chief executive officer and president in May 2024 and was appointed as chairman of Hexcel’s board of directors in December 2024. His extensive executive experience in complex, global manufacturing environments and comprehensive understanding of industrial operations will provide valuable oversight as RPM continues to grow its global operations.

Prior to joining Hexcel, Mr. Gentile served as president and chief executive officer of Spirit AeroSystems Holdings, Inc., a global supplier of structures for commercial aerospace and defense platforms. He previously spent 19 years at General Electric Company, holding a succession of leadership roles across the U.S., France and Australia. During his tenure at GE, his executive positions included president and chief operating officer of GE Capital, president and chief executive officer of GE Healthcare Systems, and president and chief executive officer of GE Aviation Services. Earlier in his career, he held leadership and strategy roles with McKinsey & Company, CBS and General Motors.

Mr. Gentile earned his bachelor’s degree in economics magna cum laude and a master of business administration from Harvard University. He also studied international relations at the London School of Economics.

Committee Service

Mr. Gentile will serve on the Board’s Compensation Committee.

Compensation, Indemnification Agreement and other Disclosures

The compensation that Mr. Gentile will receive for his service as Director will be consistent with that of the Company’s other Directors who are not employees or consultants of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 21, 2025 under the caption “Director Compensation,” which portion of such proxy statement is incorporated herein by reference.

In connection with his appointment as Director, the Company entered into an indemnification agreement with Mr. Gentile, effective as of April 20, 2026. Mr. Gentile’s indemnification agreement is the same as the indemnification agreements the Company has entered into with each of its other Directors. The indemnification agreement requires the Company to indemnify each Director to the fullest extent permitted by law against all expenses, judgments, settlements, fines and penalties, actually and reasonably incurred in the defense or settlement of any civil, criminal, administrative or investigative action brought against the Director by reason of the Director’s relationship with the Company, including third-party claims and proceedings brought by or in the right of the Company, subject to certain exceptions. The rights provided to the Directors under their indemnification agreements are in addition to any other rights they may be entitled to under the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-laws, the General Corporation Law of the State of Delaware or otherwise. The description of the indemnification agreement set forth in this Item 5.02 is not complete and is qualified in its entirety by reference to the full text of the form of indemnification agreement. The form of indemnification agreement between the Company and each of its Directors was filed as Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Gentile and any other persons pursuant to which he was selected as Director. There have been no transactions involving the Company or any of its subsidiaries in which Mr. Gentile has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On April 20, 2026, the Company issued a press release announcing the appointment of Mr. Gentile to the Board. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

Item 9.01 Exhibits.

Exhibit Number		Description
10.1		Form of Indemnification Agreement entered into by and between the Company and each of its Directors, which is incorporated herein by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 (File No. 001-14187).
99.1		Press Release of the Company, dated April 20, 2026, announcing the appointment of Mr. Gentile to the Board.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

RPM International Inc.

(Registrant)

Date April 23, 2026

Date June 2, 2026

/s/ Tracy D. Crandall

Tracy D. Crandall Vice President, General Counsel, Chief Compliance Officer and Secretary

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