DEF 14A of Sherwin Williams Co, Mar 11, 2026

DEF 14A of Sherwin Williams Co

Filed Mar 11, 2026 · FY20250000089800-26-000025

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees The following table provides summary information about each of our director nominees. Our Board is currently comprised of 9 directors who are elected annually. All of our current directors are standing for re-election at the Annual Meeting.

  2. Our Director Nominees

    | Name and Principal Occupation | | Director Since | Independent | | AC | CMDC | NCGC | Other Public Company Boards | | | Kerrii B. Anderson Retired, Former CEO & President, Wendy’s International, Inc. | 2019 | l | | | C | l | 3 | | | Jeff M. Fettig Retired, Former Chairman & CEO, Whirlpool Corporation | 2019 | l | L | F | | l | 1 | | | Robert J. Gamgort Chairman of the Board, Keurig Dr Pepper Inc.* | 2025 | l | | F | | | 1* | | | Heidi G. Petz Chair, President and CEO, The Sherwin-Williams Company | 2023 | | | | | | 1 | | | Aaron M. Powell CEO, Pizza Hut Division, Yum! Brands, Inc. | 2021 | l | | | l | | 0 | | | Marta R. Stewart Retired, Former Executive VP & CFO, Norfolk Southern Corporation | 2021 | l | | C,F | | l | 1 | | | Michael H. Thaman Retired, Former Chair & CEO, Owens Corning | 2017 | l | | F | | | 2 | | | Matthew Thornton III Retired, Former Executive VP & COO, FedEx Freight, FedEx Corporation | 2014 | l | | | l | C | 1 | | | Thomas L. Williams Retired, Former Chairman & CEO, Parker-Hannifin Corporation | 2023 | l | | | l | | 1 |

  3. Our Director Nominees

    | AC = Audit Committee | C = Committee Chair | | CMDC = Compensation and Management Development Committee | F = Financial Expert | | NCGC = Nominating and Corporate Governance Committee | L = Lead Independent Director |

  4. Our Director Nominees

    *On February 24, 2026, Keurig Dr Pepper Inc. announced that Mr. Gamgort resigned from his positions as Chairman of the Board and a director of the company, effective as of March 31, 2026.

  5. Our Director Nominees

    | } | 6 | Sherwin-Williams 2026 Proxy Statement |

  6. Director Biographies

    Director Biographies

  7. Director Biographies

    | Compensation Committee | Audit Committee | Nominating Committee | Chair | | Kerrii B. Anderson | | Jeff M. Fettig | | | Committees Age: 68 Director since: 2019 Independent | | Committees Age: 69 Director since: 2019 Lead Director since: 2023 Independent | | | Reasons for Nomination and Qualifications Ms. Anderson has a strong record of leadership in operations, strategy, finance, and talent management as a result of her experience serving as Chief Executive Officer and President and Chief Financial Officer of Wendy’s. Ms. Anderson also has significant expertise in the areas of accounting and financial reporting, corporate finance, corporate governance, and executive compensation through her service on other large public company boards. Ms. Anderson’s breadth of experience provides insight to the Board on a variety of matters relevant to Sherwin-Williams’ global operations and business strategy. | | Reasons for Nomination and Qualifications Through his long tenure as Chairman and Chief Executive Officer and his experience in various other key leadership positions with Whirlpool over 37 years, Mr. Fettig gained significant knowledge of global business operations and end markets and the manufacturing, marketing, sales, and distribution of consumer products worldwide. Mr. Fettig’s extensive experience and breadth of knowledge enable him to provide our Board with a unique, independent perspective on Sherwin-Williams’ business strategy, growth, and operations and the issues and opportunities facing complex, global companies. | | | Career Highlights Private Investor and Board Advisor (2008-present) Wendy’s International, Inc. (restaurant operating and franchising company n/k/a The Wendy’s Company) •Chief Executive Officer and President (2006-2008) (retired) •Interim Chief Executive Officer and President (2006) •Executive Vice President and Chief Financial Officer •(2000-2006) M/I Schottenstein Homes, Inc. (n/k/a M/I Homes, Inc.) •Senior Vice President and Chief Financial Officer (1987-2000) Other Public Directorships—Current •Labcorp Holdings Inc. (NYSE: LH) •Worthington Enterprises, Inc. (NYSE: WOR) •Abercrombie & Fitch Co. (NYSE: ANF) Other Public Directorships—Past 5 Years •None Other Current Affiliations •Board of Trustees, Elon University •Executive Compensation Committee, OhioHealth Corporation •Audit Committee Chair, The Columbus Foundation | | Career Highlights Whirlpool Corporation (a leading home appliance company) •Executive Chairman (2017-2018) (retired) •Chairman and Chief Executive Officer (2004-2017) •President and Chief Operating Officer (1999-2004) •Executive Vice President, Whirlpool and President, Whirlpool Europe and Asia (1994-1999) Other Public Directorships—Current •Dow Inc. (NYSE: DOW) Other Public Directorships—Past 5 Years •None Other Current Affiliations •Board of Directors, Kohler Company •Board of Directors, Indiana University Foundation | |

  8. Director Biographies

    | } | 23 | Sherwin-Williams 2026 Proxy Statement |

  9. Director Biographies

    | Compensation Committee | Audit Committee | Nominating Committee | Chair | | Robert J. Gamgort | | Heidi G. Petz | | | Committees Age: 63 Director since: 2025 Independent | | Age: 51 Director since: 2023 Not Independent | | | Reasons for Nomination and Qualifications Mr. Gamgort brings more than 35 years of experience in the consumer products industry to the Board, including serving as Chief Executive Officer of Keurig Dr Pepper, Keurig Green Mountain and Pinnacle Foods. Through his broad range of service in executive leadership roles at large public companies, he gained deep experience in sales, marketing, and brand management, and extensive experience leading significant business transformations, including through strategic acquisitions, innovation, and new business creation. Mr. Gamgort’s depth of experience in consumer products enables him to advise the Board on a variety of matters relevant to Sherwin-Williams’ sales and marketing, business strategy, and operations. Career Highlights Keurig Dr Pepper Inc. (a leading beverage company in North America) •Chairman of the Board (2025-present)* •Executive Chairman (2022; 2024-2025) •Executive Chairman, President, and Chief Executive Officer (2022-2024) •Chairman, President and Chief Executive Officer (2019-2022) •President and Chief Executive Officer (2018-2019) Keurig Green Mountain •Chief Executive Officer (2016-2018) Pinnacle Foods Inc. •Chief Executive Officer (2009-2016) Mars, Inc. •Various leadership roles of increasing responsibility, including President, North America (1998-2009) Kraft Foods •Various sales leadership and brand management roles Other Public Directorships—Current •Keurig Dr Pepper Inc. (Nasdaq: KDP)* Other Public Directorships—Past 5 Years •None *On February 24, 2026 Keurig Dr Pepper Inc. announced that Mr. Gamgort resigned from his position as Chairman of the Board and a director of the company, effective as of March 31, 2026. | | Reasons for Nomination and Qualifications Since joining the Company, Ms. Petz, our current Chair, President and Chief Executive Officer, has been an invaluable member of Sherwin-Williams’ leadership team, leading the Company’s global businesses through some of the most challenging periods in its history. Ms. Petz’s past leadership experiences at other large public companies in the consumer/retail industry, including Target Corporation and Newell Rubbermaid (n/k/a Newell Brands), combined with her extensive knowledge of the paint and coatings industry and her unique insight of Sherwin-Williams gained through her leadership of global operations, strategy and innovation at the Company, allows her to bring to the Board informed and relevant perspective and viewpoints on Sherwin- Williams’ operations and strategic opportunities around the world. Career Highlights The Sherwin-Williams Company •Chair (2025-present) •President and Chief Executive Officer (2024-present) •President and Chief Operating Officer (2022-2024) •President, The Americas Group (2021-2022) •Senior Vice President, Marketing, The Americas Group (2020-2021) •President, Consumer Brands Group (2020) •President & General Manager, Retail North America, Consumer Brands Group (2019-2020) •Senior Vice President, Marketing, Consumer Brands Group (2017-2019) Other Public Directorships—Current •Ulta Beauty, Inc. (Nasdaq: ULTA) Other Public Directorships—Past 5 Years •None Other Current Affiliations •Board of Directors, University Hospitals Health System, Inc. •Policy Advisory Board, Joint Center for Housing Studies of Harvard University | |

  10. Director Biographies

    | } | 24 | Sherwin-Williams 2026 Proxy Statement |

  11. Director Biographies

    | Compensation Committee | Audit Committee | Nominating Committee | | Chair | | Aaron M. Powell | | | Marta R. Stewart | | | Committees Age: 54 Director since: 2021 Independent | | | Committees Age: 68 Director since: 2021 Independent | | | Reasons for Nomination and Qualifications Mr. Powell brings relevant leadership and international operations, sales, and marketing experience from a global consumer and professional products company to the Board. Through his broad range of leadership positions, including his current role as Chief Executive Officer, Pizza Hut Division at Yum! Brands, Mr. Powell has gained significant knowledge of global markets and operations and extensive sales, marketing, and digital expertise in domestic and international markets. Mr. Powell’s breadth of experience enables him to provide the Board with a valuable perspective on Sherwin-Williams’ global operations, sales and marketing, and other business matters. Career Highlights Yum! Brands, Inc. (global restaurant company) •Chief Executive Officer, Pizza Hut Division (2021-present) Kimberly-Clark Corporation (global manufacturer and marketer of personal care, consumer tissue, and professional brands) •President, Asia-Pacific Consumer Business (2020-2021) •President, Kimberly-Clark Professional (2018-2020) •President, Kimberly-Clark Europe, Middle East & Africa (2018) •President, Kimberly-Clark Professional, North America (2015-2018) •Vice President and Managing Director, Central & Eastern Europe (2014-2015) Bain and Company •Manager, Consumer Practice The Procter & Gable Company •Various sales leadership and brand management roles Other Public Directorships—Current •None Other Public Directorships—Past 5 Years •None Other Current Affiliations •Advisory Board, Washington University | | | Reasons for Nomination and Qualifications Through her 33-year career at a premier transportation and distribution company, Norfolk Southern Corporation, Ms. Stewart brings broad financial and strategic expertise leadership to the Board. Ms. Stewart’s extensive financial expertise and significant knowledge of strategic planning, capital markets, and accounting systems and controls enable her to provide the Board with a meaningful perspective on matters relevant to Sherwin-Williams’ business strategy and operations. Career Highlights Norfolk Southern Corporation (major freight railroad) •Executive Vice President and Chief Financial Officer (2013-2017) (retired) •Vice President and Treasurer (2009-2013) •Vice President, Controller and Principal Accounting Officer (2003-2009) •Various positions of increasing responsibility (1983-2003) Peat Marwick (a predecessor to KPMG International Limited) •Various accounting advisory roles Other Public Directorships—Current •Simon Property Group, Inc (NYSE: SPG) Other Public Directorships—Past 5 Years •None | |

  12. Director Biographies

    | } | 25 | Sherwin-Williams 2026 Proxy Statement |

  13. Director Biographies

    | Compensation Committee | Audit Committee | Nominating Committee | Chair | | Michael H. Thaman | | Matthew Thornton III | | | Committees Age: 62 Director since: 2017 Independent | | Committees Age: 67 Director since: 2014 Independent | | | Reasons for Nomination and Qualifications Mr. Thaman brings relevant operational experience leading and managing a global manufacturing company, Owens Corning, to the Board. Through serving in a variety of leadership roles at Owens Corning during a 28-year career, Mr. Thaman gained significant knowledge and a unique understanding of the residential, construction, industrial and global markets, as well as operations, finance, and business strategy. This knowledge enables him to advise our Board on a variety of matters relevant to Sherwin-Williams’ operations and business strategy. Career Highlights Owens Corning (global building and construction materials company) •Executive Chair (2019–2020) (retired) •Chair (2002–2019) •Chief Executive Officer (2007–2020) •President (2007–2018) •Chief Financial Officer (2000–2007) UBQ Materials Inc. (developer of advanced materials made from organic and unrecyclable waste) •Chief Executive Officer (2020) Other Public Directorships—Current •L’Air Liquide S.A. (Euronext Paris Stock Exchange: EPA: AI) •UL Solutions Inc. (NYSE: ULS) Other Public Directorships—Past 5 Years •None Other Current Affiliations •Board of Directors, Kohler Company | | Reasons for Nomination and Qualifications Through his broad range of positions at FedEx Corporation during a career exceeding 41 years, Mr. Thornton gained significant strategic operations expertise and logistics management experience. Mr. Thornton also has experience in corporate governance and executive compensation through his service on other public company and mutual fund complex boards. Mr. Thornton’s breadth of experience enables him to provide the Board with a meaningful perspective on Sherwin-Williams’ global operations, strategy and business matters. Career Highlights FedEx Freight, a subsidiary of FedEx Corporation (transportation, e-commerce and business services company) •Executive Vice President and Chief Operating Officer (2018–2019) (retired) •Senior Vice President, US Operations, FedEx Express (2006–2018) •Senior Vice President–Air, Ground & Freight Services, •FedEx Express (2004–2006) •Vice President–Regional Operations (Central Region), •FedEx Express (1998–2004) Other Public Directorships—Current •Crown Castle Inc. (NYSE: CCI) Other Public Directorships—Past 5 Years •None Other Current Affiliations •Boards of Directors/Trustees, registered investment companies in the Nuveen fund complex •The Executive Leadership Council | |

  14. Director Biographies

    | } | 26 | Sherwin-Williams 2026 Proxy Statement |

  15. Director Biographies

    | Compensation Committee | Audit Committee | Nominating Committee | | Chair | | Thomas L. Williams | | | Matthew Thornton III | | | Committees Age: 67 Director since: 2023 Independent | | | | | | Reasons for Nomination and Qualifications Through his executive-level positions at both Parker-Hannifin and General Electric, Mr. Williams brings more than 30 years of global experience in the industrial sector to the Board as well as broad international operations experience and particular expertise on complex and cyclical businesses, and extensive knowledge of manufacturing, distribution, logistics and innovation. Mr. Williams’ extensive and diverse operations expertise enables him to provide a valuable perspective on Sherwin- Williams’ global operations and business strategy. Career Highlights Parker-Hannifin Corporation (worldwide manufacturer of motion and control technologies and systems) •Executive Chairman (2023-2024) (retired) •Chairman of the Board (2016-2024) •Chief Executive Officer (2015-2023) •Executive Vice President (2008-2015) •Operating Officer (2006-2015) General Electric Company •Key management positions in several business groups Other Public Directorships—Current •Veralto Corporation (NYSE: VLTO) Other Public Directorships—Past 5 years •The Goodyear Tire & Rubber Company (Nasdaq: GT) •Parker-Hannifin Corporation (NYSE: PH) | | | | |

  16. Director Biographies

    | } | 27 | Sherwin-Williams 2026 Proxy Statement |

  17. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information regarding the compensation of our non-management directors for 2025.

  18. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(2, 3) | Stock Awards ($)(4,5) | All Other Compensation ($)(6) | Total ($) | | Kerrii B. Anderson | 160,000 | 183,147 | 7,000 | 350,147 | | Arthur F. Anton (1) | 39,313 | 183,147 | 4,000 | 226,460 | | Jeff M. Fettig | 185,000 | 183,147 | 7,000 | 375,147 | | Robert J. Gamgort (1) | 95,687 | 172,414 | 4,000 | 272,101 | | John G. Morikis (1) | 39,313 | — | 4,000 | 43,313 | | Christine A. Poon (1) | 39,313 | 183,147 | 4,000 | 226,460 | | Aaron M. Powell | 135,000 | 183,147 | 4,000 | 322,147 | | Marta R. Stewart | 165,000 | 183,147 | 7,000 | 355,147 | | Michael H. Thaman | 135,000 | 183,147 | 7,000 | 325,147 | | Matthew Thornton III | 160,000 | 183,147 | 4,000 | 347,147 | | Thomas L. Williams | 135,000 | 183,147 | 7,000 | 325,147 |

  19. 2025 Director Compensation Table

    1.Messrs. Anton and Morikis and Ms. Poon retired as directors at the end of their terms at the 2025 annual meeting on April 16, 2025, and Mr. Gamgort was elected to the Board at such meeting. Their fees were prorated for the portion of the year they served on our Board. 2.Amounts reflect the annual Board retainer, the annual retainer for the Lead Director, and the annual retainers for committee Chairs. 3.Mses. Anderson and Poon, and Messrs. Gamgort, Thaman and Williams deferred the payment of certain cash fees included in this column under our Director Deferred Fee Plan. Cash amounts deferred into vested stock units under our Director Deferred Fee Plan during 2025 were as follows: Ms. Anderson, $40,001; Mr. Gamgort, $95,687; Ms. Poon, $9,829; Mr. Thaman, $135,000; and Mr. Williams, $135,000. These amounts were credited to either a common stock unit account or a shadow stock unit account under our Director Deferred Fee Plan. 4.Values reflect 517 restricted stock units (“RSUs”) granted to each non-management director under our 2006 Stock Plan for Nonemployee Directors (all directors other than Mr. Gamgort) and the 2025 Equity and Incentive Compensation Plan (the “Equity Incentive Plan”) (for Mr. Gamgort) during 2025. Mr. Morikis, who served as Executive Chair from January 2024 to December 2024 and as a non-employee director from January 1, 2025 to April 16, 2025, did not receive a 2025 non- management director RSU award. The value of RSUs is equal to the aggregate grant date fair value computed in accordance with stock-based accounting rules (Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718), excluding the effect of estimated forfeitures. The grant date fair value of RSUs is based on the fair market value of our common stock (the average of the highest and lowest reported sale prices) on the grant date. 5.The number of unvested RSUs held by each non-management director (including non-management directors who retired during 2025) at December 31, 2025 was as follows: (a) 1,150 for Mses. Anderson, Poon, and Stewart, and Messrs. Anton, Fettig, Powell, Thaman, and Thornton; (b) 517 for Mr. Gamgort and (c ) 1,147 for Mr. Williams. Mr. Morikis did not receive any non-management director RSU awards. 6.Amounts include: (a) $4,000 for each director for identity theft protection and cybersecurity services; and (b) $3,000 for each of Mses. Anderson and Stewart, and Messrs. Fettig, Thaman, and Williams for charitable matching gifts under The Sherwin-Williams Foundation Matching Gifts Program.

  20. 2025 Director Compensation Table

    | } | 30 | Sherwin-Williams 2026 Proxy Statement |

  21. Director Compensation Program

    Director Compensation Program The Compensation Committee is responsible for reviewing and approving the form and amount of compensation for our non-management directors. All of our non-management directors are paid under the same compensation program. Any executive officer of Sherwin-Williams who also serves as a director does not receive any additional compensation for serving as a director. Our director compensation program is designed to attract and retain highly qualified directors through director compensation that is competitive relative to market practices, addresses the time, effort, expertise, and accountability required of active Board membership, and aligns directors’ interests with those of our shareholders through the equity component of the program.

  22. Table of Contents

    | Key Components of Our 2025 Executive Compensation Program | 41 | | Base Salary | 41 | | Annual Cash Incentive Compensation | 41 | | Long-Term Equity Incentive Compensation | 45 | | Other Compensation Policies and Practices | 46 | | No Employment Agreements | 46 | | No Excessive Perquisites | 46 | | Double-Trigger Acceleration Provision | 46 | | Dividend Equivalents | 47 | | Policies and Practices Related to the Timing of Equity Awards | 47 | | Internal Pay Equity | 47 | | Tally Sheets | 47 | | Executive Stock Ownership Requirements | 47 | | Retirement Plans and Other Benefits | 47 | | Clawback Policy and Forfeiture Provisions | 47 | | Anti-Hedging and Anti-Pledging Policy | 47 | | Change in Control Agreements | 48 | | Policy Concerning Future Severance Agreements | 48 | | Key Employee Separation Plan | 48 |

  23. Executive Compensation Practices

    | What We Do | | What We Don’t Do | | ✓ | Performance-Based Pay. We emphasize pay for performance. For 2025, 90% of Ms. Petz’s total direct compensation and an average of 80% of our other NEOs’ total direct compensation was tied to performance.x | No Employment Agreements. We do not have employment agreements with our NEOs; our NEOs are employed at will. | | ✓ | Independent Compensation Committee. Each member of the Compensation Committee meets the independence requirements under the NYSE listing standards.x | No CIC Tax Gross-Ups. We do not have severance agreements or other change in control arrangements with excise tax gross-up provisions. | | ✓ | Independent Compensation Consultant. The Compensation Committee uses an independent compensation consulting team.x | No Dividend Equivalents for Unvested RSUs or PRSUs. Dividend equivalents on RSU or PRSU awards are deferred and paid only on earned shares upon vesting. | | ✓ | Balanced Compensation Structure. We utilize a balanced approach to compensation, which combines fixed and variable pay, short-term and long-term time horizons, and cash and equity components.x | No Repricing or Replacing of Underwater Stock Options. We do not permit the repricing or replacing of underwater stock options without shareholder approval. | | ✓ | Market Compensation Philosophy. Our pay philosophy focuses on utilizing market compensation data in setting our NEOs’ compensation. We assess our current compensation practices, policies, and pay levels against peer companies.x | No Hedging. Directors and employees, including our executive officers, are prohibited from engaging in hedging transactions with respect to our securities. | | ✓ | Responsibly Administered Incentive Compensation Programs. We have varied incentive compensation goals without steep payout cliffs. Vesting periods for annual equity awards encourage consistent behavior and reward long-term, sustained performance without encouraging excessive risk.x | No Pledging. Directors, executive officers, and certain other employees may not hold our securities in margin accounts or otherwise pledge our securities as collateral for a loan. | | ✓ | Clawback Policy. Our Executive Clawback Policy empowers Sherwin-Williams to recover certain incentive compensation erroneously awarded to Covered Officers in the event of an accounting restatement.x | No Speculative Trading. Directors and employees, including our executive officers, may not engage in short sales of our securities or in put options, call options, or other market-offered derivative transactions in our stock. | | ✓ | Double-Trigger Change in Control. Our stock plan contains a “double-trigger” acceleration provision for the vesting of equity awards upon a change in control.x | No Excessive Perquisites. Consistent with our culture, we do not provide excessive perquisites to our executives. | | ✓ | Significant Stock Ownership. Our directors and executives have significant stock ownership requirements.x | No Excessive Risk-Taking. We conducted a risk assessment and concluded that our compensation policies do not encourage excessive or unnecessary risk-taking. | | ✓ | Annual Say-on-Pay Vote. We hold our advisory say-on-pay vote on an annual basis.x | No Above-Market Earnings on Deferred Compensation. We do not pay guaranteed, above-market, or preferential interest or earnings on deferred compensation. |

  24. Compensation Components

    | Long-Term Incentive | Base Salary | Annual Incentive | | | Chief Executive Officer | | | Average Other NEOs |

  25. Compensation Components

    Incentive Compensation and Adjusted EPS. We use multiple performance goals in our incentive compensation programs to encourage our NEOs to have a well-rounded approach to managing the business and not to concentrate on achieving just one goal to the detriment of others. We use EPS, as adjusted to include or exclude the impact of certain items, as a performance metric for both a portion of our annual cash incentive program and a portion of our PRSU program. We view Adjusted EPS as an important indicator of the Company’s performance, including for determining the market value of our stock. As a result, we believe including Adjusted EPS in both of our incentive programs focuses our executives on delivering on our overall business goals and strategies, managing our operating cost structure, and driving top-line growth and value for our shareholders through sustained Company performance. The Compensation Committee and management also have designated Adjusted EPS as our Company-Selected Measure, representing the most important financial performance measure used by the Company to link 2025 compensation actually paid to our NEOs to Company performance, for purposes of the pay versus performance disclosure. Additional information regarding pay versus performance is set forth in the Pay Versus Performance section. Each year, the Compensation Committee and management evaluate the incentive structure, including the metrics used in each of the incentive programs. Based on the most recent review, we believe Adjusted EPS continues to provide effective line of sight to drive individual performance. Additionally, by delivering the entire long-term incentive in equity, executives are encouraged to achieve long-term value for shareholders, and the performance metrics used in the annual incentive program reinforce the activities we believe will drive value.

  26. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant The Compensation Committee directly engages an independent compensation consulting team to advise and assist in carrying out its responsibilities. In 2025, the Committee conducted a comprehensive request for proposal (“RFP”) process. At the beginning of 2025, Compensation Advisory Partners (“CAP”) served as the Compensation Committee’s compensation consultant. Following the conclusion of the RFP process, during the third quarter of 2025, the Committee ended its relationship with CAP and retained Mercer (US) LLC (“Mercer”) as its new compensation consultant. CAP previously reported and Mercer currently reports directly to the Compensation Committee. Pursuant to and in accordance with the relevant factors prescribed by the NYSE listing standards, prior to engaging Mercer, the Compensation Committee performed an independence and conflict of interest assessment with respect to Mercer. In fiscal year 2025, in addition to the executive and director compensation consulting services Mercer provided to the Committee, Mercer affiliates provided certain other services to the Company. These additional services included insurance brokerage and claim management services, business consulting services, and the provision of benchmarking surveys for information on compensation and benefits for employees generally. The Company paid affiliates of Mercer an aggregate total of approximately $920,200 for such services in 2025 (excluding insurance premiums paid through Mercer affiliates to insurance carriers on behalf of us and our affiliates). Mercer informed the Compensation Committee that Mercer affiliates are separate from the entity that provides executive and director compensation consulting services to the Committee. After reviewing this information and performing its own assessment, the Compensation Committee determined Mercer to be independent and that the work performed by the Mercer affiliates for the Company did not raise a conflict of interest. For fiscal year 2025, Mercer’s fees for executive and director compensation services were approximately $139,060. The Compensation Committee also previously performed a similar independence and conflict of interest assessment with respect to CAP and concluded that during the time of its engagement, CAP was independent and its work did not raise any conflict of interest. The Committee retains the sole discretion to replace its compensation consultant or engage additional advisors at any time. The Compensation Committee generally meets with its compensation consultant multiple times throughout the year, including in executive session without management present. The compensation consultant also periodically meets with members of management to gather information and provide advice with respect to management recommendations. The services that the compensation consultant provides to the Compensation Committee include the following: •attends Compensation Committee meetings to present and offer independent recommendations, insights, and perspectives on compensation matters; •assesses the appropriateness of our peer group used for compensation decisions; •assesses how our executive compensation program aligns with our pay for performance philosophy; •reviews compensation levels for executives and directors relative to our peer group and published survey data, and recommends compensation pay levels; •reviews targeted pay levels and the mix of principal compensation components; •prepares CEO pay recommendations; •advises on annual and long-term incentive design and plan structure, performance goals, award opportunities, and vesting conditions; •conducts an annual risk assessment of our compensation programs to guard against excessive risk-taking; and •provides information on current executive compensation trends and new developments. Neither CAP nor Mercer’s compensation consulting team provided any services to Sherwin-Williams during 2025 other than those matters for which it was engaged by the Committee.

  27. The Role of the Independent Compensation Consultant

    | } | 38 | Sherwin-Williams 2026 Proxy Statement |

  28. The Role of Management

    The Role of Management Several members of management, including our CEO, CHRO and members of her team, participate in the Compensation Committee’s executive compensation process and regularly attend portions of the Committee’s meetings and provide input related to executive compensation matters. Our CEO does not have the authority to call Compensation Committee meetings, and our CEO is excused from any part of meetings during which the Committee discusses her performance or compensation. All salaried employees, including our NEOs, partake in our annual performance appraisal process. As part of the executive compensation process, at the beginning of each year, our CEO evaluates each NEO’s performance for the prior year. The CEO assesses each executive’s annual performance, including accomplishment of the executive’s incentive performance goals, financial accomplishments, leadership and other contributions, and provides input to the Committee regarding the executive’s performance. Management also makes recommendations to the Committee regarding: •the development of compensation plans and programs, and changes to existing plans and programs; •salary increases; •the alignment of incentive compensation plans and programs with our business goals and strategies; •the performance goals, performance levels, and weighting of goals for annual cash incentive compensation; •the financial performance goals for equity grants and the results attained; and •the number of stock options and restricted stock units granted.

  29. Use of Market Compensation Data

    Use of Market Compensation Data The Compensation Committee utilizes market compensation data prepared by the compensation consultant to assess the competitiveness and continued appropriateness of our executive compensation program. In determining “market compensation,” the compensation consultant calculates an average of the (a) compensation data available from companies in our peer group (using the most recent proxy data) and (b) average compensation data from broad-based surveys of companies of similar size and industry to us. We describe more fully our peer group in the next section of this CD&A. The broad-based surveys are sponsored by nationally recognized compensation consulting firms, and we, along with many of our peer group companies, participate in these surveys. Market compensation data also aids the Committee in determining the mix of compensation components and target compensation levels for our NEOs. We generally benchmark target compensation for our NEOs to be within a general range (plus or minus approximately 15%) of the market median compensation of comparable positions, although we do not have a formal policy of setting target compensation levels at a specific percentile of the market median. We benchmark against market compensation data because it assists us in attracting and retaining executives and managing the overall cost of our compensation program. We consider this information only as a reference point or as a framework, not as a determining factor or part of any arithmetic formula, in setting compensation. The policies we use to make compensation decisions, and the decisions we make, are materially similar for all NEOs. The compensation consultant annually provides the Committee with a comprehensive analysis of market compensation data, which includes base salary, annual cash incentive compensation, long-term equity incentive compensation, total annual cash compensation, and total direct compensation. We review total direct compensation to help us determine whether the key compensation components we pay our executives are competitive in the aggregate. The Committee generally references each NEO’s total direct compensation and total annual cash compensation to market median compensation. Individual components may be more or less than market median compensation because we focus on the overall competitiveness of our entire compensation program. Judgment may be used to adjust a component of compensation above or below the market median for reasons such as an executive’s performance, responsibilities, experience, tenure, and retention, our Company-wide performance, and internal pay equity.

  30. Peer Group

    Peer Group In determining the peer group of companies used to assess the competitiveness of our executive compensation program relative to the market, the compensation consultant annually identifies the compensation paid to executives with similar roles and responsibilities at a group of chemical, industrial, manufacturing, consumer product, and retail companies with comparable sales to those of Sherwin-Williams. We monitor executive compensation levels and program designs at these peer group companies because their sizes and businesses make them most comparable to us. We also believe these companies are most likely to compete with us for executive talent. The compensation consultant annually reviews current and potential peer companies and recommends changes to the Committee, primarily based upon revenue size, market capitalization, industry, business description or mix, and brand recognition. After review with the compensation consultant, the Committee periodically evaluates and, if necessary, adjusts the composition of our peer group. 2025 Peer Group. During 2025, the Committee reviewed the composition of our peer group to confirm its continued appropriateness regarding company size and general industry relevance. Pursuant to this review, and the recommendation of CAP, in mid-2025, the Committee added Parker- Hannifin Corporation to our peer group, based on revenue and market capitalization considerations, and replaced WestRock Company with Smurfit Westrock plc, as a result of WestRock Company’s merger with Smurfit Kappa Group plc. Because these changes to our peer group were adopted in mid-2025, they did not affect the majority of 2025 NEO compensation decisions, which were made earlier in the year using our prior peer group. Following these changes, our new peer group consists of the 22 companies listed below. Trailing twelve-month revenues for the companies listed below ranged from approximately $7.7 billion to $63.3 billion and Sherwin-Williams ranked at the 51st percentile.

  31. Peer Group

    | Akzo Nobel N.V. | Ecolab Inc. | Masco Corporation | | Caterpillar Inc. | The Goodyear Tire & Rubber Company | Parker Hannifin Corporation | | Colgate-Palmolive Company | Honeywell International Inc. | PPG Industries, Inc. | | Cummins Inc. | International Paper Company | Smurfit Westrock plc | | Deere & Company | Johnson Controls International plc | 3M Company | | Dow Inc. | Kimberly-Clark Corporation | Whirlpool Corporation | | DuPont de Nemours, Inc. | Linde plc | | | Eaton Corporation plc | LyondellBasell Industries N.V. | |

  32. Peer Group

    Pay and Performance Alignment. Each year, the Committee assesses our CEO’s compensation based on Sherwin-Williams’ performance relative to its compensation peer group. In October 2025, the Committee analyzed the relationship between the realizable pay of our CEO and total shareholder return (“TSR”) over the five-year period ended December 31, 2024, comparing Sherwin-Williams to the peer group listed above. At the time of such review, 2024 was the most recent year for which compensation information was available for our peer group. TSR includes the reinvestment of dividends and is calculated on a compounded annual growth rate basis. The following chart was prepared by Mercer and shows the degree of alignment between the total realizable pay of our CEO and Sherwin-Williams’ TSR relative to our peer group over the five-year period (for Sherwin-Williams, 2024 includes the pay of our current CEO, Ms. Petz, and all previous years include the pay of our prior CEO). The chart reflects all companies in our compensation peer group, except Smurfit Westrock plc, which was excluded due to the aforementioned merger.

  33. Peer Group

    | } | 40 | Sherwin-Williams 2026 Proxy Statement |

  34. Peer Group

    Sherwin-Williams’ cumulative TSR over the five-year period was 83%, which was at the 67th percentile of our peer group. Companies in our peer group are indicated by the diamonds in the chart. Companies that fall within the shaded diagonal alignment zone are generally viewed as peers having pay and performance alignment. As illustrated in the chart, our CEO’s realizable pay was well aligned with Sherwin-Williams’ performance. Realizable pay for Sherwin-Williams and the peers includes: (a) base salary during the five-year period; (b) actual cash incentive compensation earned during the five-year period; (c) the value of RSUs granted during the five-year period based on the 2024 year-end closing stock price; (d) the vesting date value of long-term performance equity awards that were earned in 2022, 2023, and 2024, which consisted of PRSUs for Sherwin- Williams; (e) the value of target long-term performance equity awards granted in 2023 and 2024, which consisted of PRSUs for Sherwin-Williams, based on the 2024 year-end closing stock price; and (f) the in-the-money value of stock options granted during the five-year period based on the 2024 year-end closing stock price. Valuing equity awards in this manner is different from valuing equity awards at their aggregate grant date fair value, which is the method used to value equity in the Summary Compensation Table and the 2025 Grants of Plan-Based Awards Table. Neither the chart nor the disclosures contained in this section are intended to replace the disclosures set forth in the Pay Versus Performance section. We have provided this information historically to our shareholders (consistently calculated as described above) to demonstrate the relationship between the realizable pay of our CEO and Sherwin-Williams’ TSR as compared to the realizable pay of the chief executive officers and TSR of our peer group over a five-year period.

  35. Peer Group

    | } | 41 | Sherwin-Williams 2026 Proxy Statement |

  36. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Annual cash incentive compensation may be earned by our NEOs under our Annual Performance Plan. Our Annual Performance Plan is intended to motivate executives to achieve annual performance goals that strengthen our Company over the long term. Target and Maximum Annual Incentive Levels. The Committee annually reviews target and maximum annual cash incentive compensation levels as a percentage of base salary for each of our NEOs. Target incentive awards are determined using the market median annual cash incentive compensation and equal the amount an NEO could receive if he or she achieved 100% of his or her applicable financial performance goals. Maximum incentive awards are determined by the Committee following a review of the maximum annual cash incentive compensation available to similarly-situated executives at peer group companies and are equal to 200% of target. The following table sets forth the 2025 minimum, target, and maximum annual cash incentive compensation levels, as a percentage of base salary, for each NEO.

  37. Annual Cash Incentive Compensation

    | Name | Incentive Amount as a Percentage of Salary | | | | | Minimum | Target | Maximum | | Heidi G. Petz | 0% | 160% | 320% | | Allen J. Mistysyn | 0% | 100% | 200% | | Justin T. Binns | 0% | 80% | 160% | | Karl J. Jorgenrud | 0% | 80% | 160% | | Mary L. Garceau | 0% | 80% | 160% |

  38. Annual Cash Incentive Compensation

    | } | 42 | Sherwin-Williams 2026 Proxy Statement |

  39. Annual Cash Incentive Compensation

    Annual Performance Goals. Annual performance goals are established to drive growth, efficiency, and profitability. Each year, the Committee undertakes a holistic process to establish performance goals and achievement levels designed to motivate and reward our executives for delivering strong performance against annual financial goals and overall business goals and strategies that support shareholder value creation in both the short- and long-term. In February of each year, the Committee generally reviews and approves the annual performance goals, performance levels, and the weighting of each goal applicable to NEOs under our Annual Performance Plan. As in the prior year, the Committee chose the following structure for NEOs’ performance goals: •for Ms. Petz, Ms. Garceau, and Mr. Mistysyn, financial performance goals related to the Company’s consolidated performance (100%); •for Mr. Binns, financial performance goals related to our Global Architectural business (75%) and the Company’s consolidated performance (25%), subject to a +/- 10% modifier based on strategic leadership achievements; and •for Mr. Jorgenrud, financial performance goals related to our Global Industrial business (75%) and the Company’s consolidated performance (25%), subject to a +/- 10% modifier based on strategic leadership achievements. The Compensation Committee expects NEOs to be focused on a wide range of performance goals critical to the Company’s short- and long-term strategy. For Messrs. Binns and Jorgenrud, the inclusion of financial performance goals related to the Company’s consolidated performance and a strategic leadership modifier is intended to further align their short-term incentive compensation with overall Company performance and reward positive impacts on strategic priorities important to our long-term growth. The modifier is based on each executive’s achievements in support of the Company’s enterprise strategic priorities, continued progress toward further alignment of Global Architectural and Global Industrial operations, and each executive’s promotion of a high-performing culture. Any increase due to the modifier cannot result in a payout that exceeds 200% of that executive’s target annual cash incentive opportunity. The Committee chose the same financial performance metrics as used in 2024: Company consolidated net sales, Adjusted EPS, and adjusted free cash flow (“Adjusted FCF”); and, each of Global Architectural and Global Industrial Sales, Profit Before Tax (“PBT”), and RONAE. These measures are not calculated in accordance with generally accepted accounting principles and, for purposes of determining NEOs’ performance goal achievement, the Committee may make adjustments to include or exclude certain items, including to incentivize management to make decisions that have positive long-term impacts at the expense of short-term results, or to prevent unusual, non-recurring events from having an outsized impact on a performance period. As part of its performance level goal-setting process, the Committee considers, among other things: the internal operating budget; the Company’s annual financial and business goals; operational priorities; historical performance; external factors, including the macroeconomic and geopolitical environment and market uncertainties (such as related to the impact of tariffs on raw material costs); working capital initiatives; and our long-term strategic plans. The Committee sets threshold, target, and maximum performance at levels that provide appropriate awards across a range of performance outcomes and with regard to such considerations and conditions. Target performance levels represent goals that would be challenging to attain and require strong performance in the Committee’s view in light of these factors. The table below shows the threshold, target, and maximum performance levels set by the Committee for each financial performance goal. Calculation of 2025 Annual Cash Incentive Amounts Earned. Each year, the Committee reviews and approves the Company’s and each businesses’ achievement of applicable financial performance goals for the prior year. In February 2026, the Committee approved the annual cash incentive compensation amounts earned by each NEO for 2025 in accordance with the Committee’s pre-established formula for determining the level of achievement of performance goals under the Annual Performance Plan, as described in Appendix A. Each financial performance goal had corresponding pre-established achievement levels ranging from a minimum of 0% to a maximum of 125%, with a target achievement level of 100%. The achievement level for each financial goal is multiplied by the goal’s weight to determine a weighted achievement for the goal. For each NEO, the weighted achievement levels for all goals are added together to determine a total weighted achievement level. Total weighted achievement levels range from 0% to 125%, with a target of 100%. Total weighted achievement levels correspond to a pre-established range of final payouts as a percentage of salary for each NEO. The range of final payouts as a percentage of salary between 0% – 75%, 75% – 100%, and 100% – 125% are determined on a straight-line basis. In addition to the review of the financial results of the Company and each of the Global Architectural and Global Industrial businesses, the Compensation Committee qualitatively assessed each of Messrs. Binns and Jorgenrud’s achievement of the applicable strategic leadership objectives for 2025 related to the strategic leadership modifier. For 2025, based on input from Ms. Petz, the Committee considered each of Messrs. Binns and Jorgenrud’s year-over-year progress advancing the Company’s enterprise strategic priorities and further aligning the Global Architectural and Global Industrial operations. Messrs. Binns and Jorgenrud partnered to accelerate key projects, including to enhance efficiencies in procurement, expand product offerings across existing retail channels and evolve channel strategies for industrial products, and provide strong strategic leadership focused on long-term value creation for our stakeholders in an ongoing challenging operating environment. As such, the Committee approved a strategic leadership modifier of +4% for Mr. Binns and +4% for Mr. Jorgenrud out of a maximum opportunity of +10%. The following table shows, for each NEO, the applicable performance goals, threshold, target, and maximum performance levels for each financial performance goal, and the results. Adjusted EPS, Adjusted FCF, and each of Global Architectural and Global Industrial Sales, Profit Before Tax (“PBT”), and RONAE are non-GAAP measures. For information on how these metrics are calculated, see Appendix A.

  40. Annual Cash Incentive Compensation

    | } | 43 | Sherwin-Williams 2026 Proxy Statement |

  41. Annual Cash Incentive Compensation

    | | | | 2025 Annual Cash Incentive Financial Performance Goals (millions of dollars, except percentage and per share data) | | | | | Name | Performance Goals(1) | Weighting | Threshold | Target | Maximum | Results | | Heidi G. Petz, Allen J. Mistysyn, Mary L. Garceau | SHW Net Sales | 25% | $21,137 | $23,485 | $23,678 | $23,410(2) | | | SHW Adjusted EPS | 40% | $8.84 | $11.05 | $11.30 | $10.71 | | | SHW Adjusted FCF | 35% | $1,198 | $1,498 | $1,538 | $2,119 | | Justin T. Binns | Global Architectural Sales | 20% | $15,019 | $16,687 | $16,894 | $16,596 | | | Global Architectural PBT | 30% | $3,099 | $3,873 | $3,964 | $3,851 | | | Global Architectural RONAE | 25% | 87.38% | 109.22% | 109.85% | 109.15% | | | SHW Net Sales | 7.5% | $21,137 | $23,485 | $23,678 | $23,410(2) | | | SHW Adjusted EPS | 10% | $8.84 | $11.05 | $11.30 | $10.71 | | | SHW Adjusted FCF | 7.5% | $1,198 | $1,498 | $1,538 | $2,119 | | Karl J. Jorgenrud | Global Industrial Sales | 20% | $7,101 | $7,890 | $7,955 | $7,975 | | | Global Industrial PBT | 30% | $1,327 | $1,659 | $1,672 | $1,666 | | | Global Industrial RONAE | 25% | 41.17% | 51.46% | 51.97% | 49.93% | | | SHW Net Sales | 7.5% | $21,137 | $23,485 | $23,678 | $23,410(2) | | | SHW Adjusted EPS | 10% | $8.84 | $11.05 | $11.30 | $10.71 | | | SHW Adjusted FCF | 7.5% | $1,198 | $1,498 | $1,538 | $2,119 | | 1.Each of Messrs. Binns and Jorgenrud had a potential +/- 10% strategic leadership modifier. After their financial performance results were calculated, each of Messrs. Binns and Jorgenrud’s cash incentive payouts were increased 4% to reflect achievement of their strategic leadership goals. 2.See Appendix A for adjustment to SHW Net sales to exclude the effect of the Suvinil transaction. | | | | | | |

  42. Annual Cash Incentive Compensation

    | } | 44 | Sherwin-Williams 2026 Proxy Statement |

  43. Annual Cash Incentive Compensation

    The calculations used to determine the incentive amounts earned by each NEO during 2025 are shown in the table below and are illustrated by the following formula, with amounts earned based on financial performance achievements rounded to the nearest thousand.

  44. Annual Cash Incentive Compensation

    | Weighting x Achievement Level = Weighted Achievement Level → | | Incentive Amount as a % of Salary x Salary = Payout Based on Financial Performance Achievements → | | Payout Based on Financial Performance Achievements x Strategic Leadership Modifier (if applicable) = Incentive Amount Earned |

  45. Annual Cash Incentive Compensation

    | Name | Weighting | | Achievement Level | | Weighted Achievement Level | | Incentive Amount as % of Salary | | Salary | Payout Based on Financial Performance Achievements | Strategic Leadership Modifier | Incentive Amount Earned | | Heidi G. Petz | SHW Net Sales | 25% | SHW Net Sales | 98.40 | SHW Net Sales | 24.60 | Minimum | 0% | | | | | | | SHW Adj. EPS | 40% | SHW Adj. EPS | 84.62 | SHW Adj. EPS | 33.85 | Target | 160% | | | | | | | SHW Adj. FCF | 35% | SHW Adj. FCF | 125.00 | SHW Adj. FCF | 43.75 | Maximum | 320% | | | | | | | | | | | Total | 102.20 | Result | 174.06% | $1,373,077 | $2,390,000 | — | $2,390,000 | | Allen J. Mistysyn | SHW Net Sales | 25% | SHW Net Sales | 98.40 | SHW Net Sales | 24.60 | Minimum | 0% | | | | | | | SHW Adj. EPS | 40% | SHW Adj. EPS | 84.62 | SHW Adj. EPS | 33.85 | Target | 100% | | | | | | | SHW Adj. FCF | 35% | SHW Adj. FCF | 125.00 | SHW Adj. FCF | 43.75 | Maximum | 200% | | | | | | | | | | | Total | 102.20 | Result | 108.75% | $987,616 | $1,074,000 | — | $1,074,000 | | Justin T. Binns | GA Sales | 20% | GA Sales | 97.26 | GA Sales | 19.45 | Minimum | 0% | | | | | | | GA PBT | 30% | GA PBT | 97.15 | GA PBT | 29.15 | Target | 80% | | | | | | | GA RONAE | 25% | GA RONAE | 99.68 | GA RONAE | 24.92 | Maximum | 160% | | | | | | | SHW Net Sales | 7.5% | SHW Net Sales | 98.40 | SHW Net Sales | 7.38 | | | | | | | | | SHW Adj. EPS | 10% | SHW Adj. EPS | 84.62 | SHW Adj. EPS | 8.46 | | | | | | | | | SHW Adj. FCF | 7.5% | SHW Adj. FCF | 125.00 | SHW Adj. FCF | 9.38 | | | | | | | | | | | | | Total | 98.74 | Result(1) | 78.29% | $791,924 | $620,000 | 4% | $644,800 | | Karl J. Jorgenrud | GI Sales | 20% | GI Sales | 125.00 | GI Sales | 25.00 | Minimum | 0% | | | | | | | GI PBT | 30% | GI PBT | 112.81 | GI PBT | 33.84 | Target | 80% | | | | | | | GI RONAE | 25% | GI RONAE | 85.13 | GI RONAE | 21.28 | Maximum | 160% | | | | | | | SHW Net Sales | 7.5% | SHW Net Sales | 98.40 | SHW Net Sales | 7.38 | | | | | | | | | SHW Adj. EPS | 10% | SHW Adj. EPS | 84.62 | SHW Adj. EPS | 8.46 | | | | | | | | | SHW Adj. FCF | 7.5% | SHW Adj. FCF | 125.00 | SHW Adj. FCF | 9.38 | | | | | | | | | | | | | Total | 105.34 | Result(1) | 97.11% | $791,923 | $769,000 | 4% | $799,760 | | Mary L. Garceau | SHW Net Sales | 25% | SHW Net Sales | 98.40 | SHW Net Sales | 24.60 | Minimum | 0% | | | | | | | SHW Adj. EPS | 40% | SHW Adj. EPS | 84.62 | SHW Adj. EPS | 33.85 | Target | 80% | | | | | | | SHW Adj. FCF | 35% | SHW Adj. FCF | 125.00 | SHW Adj. FCF | 43.75 | Maximum | 160% | | | | | | | | | | | Total | 102.20 | Result | 86.99% | $767,941 | $668,000 | — | $668,000 |

  46. Annual Cash Incentive Compensation

    1.For Messrs. Binns and Jorgenrud, reflects the incentive amount as a percent of salary after taking into account their respective financial performance achievements. Taking into account the modifier, the final incentive amount earned was 81.42% of Mr. Binns’ salary and 100.99% of Mr. Jorgenrud’s salary.

  47. Annual Cash Incentive Compensation

    | } | 45 | Sherwin-Williams 2026 Proxy Statement |

  48. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The largest component of pay for our NEOs is LTI compensation. LTI awards are granted under our shareholder-approved 2006 Equity and Performance Incentive Plan (the “Predecessor Plan”) and the Equity Incentive Plan (together with the Predecessor Plan, the “Plans”). As further described in the section Overview of Our Executive Compensation Program, our LTI compensation program is designed to focus our executives on improving Company performance over a multi-year period to encourage long-term decision-making and to reward executives the way our shareholders are rewarded—through growth in the value of our stock. We also use LTI compensation to attract and retain talent. The value delivered on our LTI awards is tied directly to Company performance and our stock price. 2025 LTI Awards. Our annual LTI compensation program for our NEOs consisted of stock options and PRSUs. Our stock option program is the primary means by which we grant LTI compensation to a broad group of employees to focus their efforts on our long-term performance and stock price improvement. Our PRSU program is designed for certain key employees, including our NEOs, as a reward for the achievement of financial performance goals and stock price appreciation. In determining the value of each NEO’s LTI award, the Compensation Committee considers, among other things, market compensation data for comparable positions from our compensation peer group and each NEO’s scope of responsibility and experience. Our LTI opportunities are intended to be competitive with market LTI opportunities. Therefore, the Compensation Committee does not consider an NEO’s outstanding stock options or PRSUs when determining target LTI award values. Once the target LTI award value for an executive is determined, we then allocate the value across a target mix of PRSUs and stock options. The 2025 target mix of our LTI awards for our NEOs and other key employees is set forth in the table below.

  49. Long-Term Equity Incentive Compensation

    | Type of Equity Award | % Allocation | | PRSUs | | | Adjusted EPS Goal | 40% | | Adjusted RONAE Goal | 20% | | Stock Options | 40% |

  50. Long-Term Equity Incentive Compensation

    We believe this mix of equity awards provides an appropriate balance aligning executive interests with those of our shareholders, encouraging executive retention, and rewarding executives for sustained performance results. The following table shows the number of stock options and PRSUs granted to each NEO during 2025.

  51. Long-Term Equity Incentive Compensation

    | Name | Number of Stock Options Granted in 2025 | Number of PRSUs Granted at Target in 2025 | | | | | Adjusted EPS Goal | Adjusted RONAE Goal | | Heidi G. Petz | 47,630 | 12,150 | 6,075 | | Allen J. Mistysyn | 16,920 | 4,650 | 2,325 | | Justin T. Binns | 10,860 | 2,750 | 1,375 | | Karl J. Jorgenrud | 10,860 | 2,750 | 1,375 | | Mary L. Garceau | 7,940 | 2,200 | 1,100 |

  52. Long-Term Equity Incentive Compensation

    2025 PRSU Grants. Our 2025 PRSU awards will vest, if earned, at the end of a three-year period based upon the achievement of pre-established financial performance goals. One PRSU is equivalent in value to one share of our common stock, and PRSUs are paid out in common stock upon vesting. The value of PRSUs granted to an executive is based upon the executive’s position and level of responsibility. The target number of PRSUs granted is determined by using the average value of our stock over the 30-trading day period ending on the last trading day of the January preceding the date of grant. Executives have an opportunity to earn up to two times the target value for maximum performance, encouraging achievement of the goals at a more challenging level and providing greater incentive for above-target performance. The threshold, target, and maximum performance levels for the 2025 grants of PRSUs are illustrated in the following table for the 2025–2027 performance period. Performance goals were established in early 2025 and designed to be challenging and to incentivize our executive team to advance our long-term strategic and operational priorities and out-perform the market in a difficult environment. Performance between the achievement levels is measured on a straight-line basis to reward improvements at various achievement levels, while not encouraging executives to take unnecessary risks to hit achievement levels with larger payouts. See Appendix A for a description of how Adjusted EPS and Adjusted RONAE are calculated from their most directly comparable GAAP financial measures.

  53. Long-Term Equity Incentive Compensation

    | } | 46 | Sherwin-Williams 2026 Proxy Statement |

  54. Long-Term Equity Incentive Compensation

    | | Adjusted EPS Goal | Adjusted RONAE Goal | % of Target Vesting | | Maximum | $37.10 | 15.90% | 200% | | Target | $34.85 | 15.40% | 100% | | Threshold | $31.37 | 14.40% | 50% |

  55. Long-Term Equity Incentive Compensation

    2025 Stock Option Grants. Our 2025 stock option awards will vest in substantially equal installments on the first, second, and third anniversaries of the October 20, 2025 grant date and have a ten-year term. The value of stock options granted to an executive is based upon the executive’s position and level of responsibility. We determine the specific number of stock options to be granted by calculating the Black-Scholes-Merton value of the stock options using the 30-trading day average stock price over the period ending on the last trading day of the September preceding the award date. Black-Scholes-Merton is a generally accepted model used in estimating the value of stock options. In accordance with the terms of our Plans, the option exercise price is equal to the average of the highest and lowest reported sale prices of our stock on the grant date. Accordingly, the exercise price may be higher or lower than the closing price of our stock on that day. The Committee believes that the average of the high and low prices is a better representation of the fair market value of our stock and is less volatile than the closing price given potential intraday price volatility. We do not reprice stock options—our stock plans do not permit the repricing or replacing of underwater stock options with cash or equity without shareholder approval, and stock options do not contain reload features. Vesting of 2023–2025 PRSUs. In February 2026, the Committee approved the results and vesting of PRSUs for the 2023–2025 performance period in accordance with the Committee’s pre-established formula for determining the level of achievement of the Adjusted EPS and Adjusted RONAE performance goals under the Predecessor Plan, as described on Appendix A. The following table shows the financial performance goals, the threshold, target, and maximum performance levels, results, and percentage of target PRSUs vested. See Appendix A for a reconciliation of Adjusted EPS and Adjusted RONAE to our results for their most directly comparable financial measures as reported under GAAP.

  56. Long-Term Equity Incentive Compensation

    | Performance Goal | Threshold | Target | Maximum | Results | % of Target PRSUs Vesting | | Adjusted EPS | $20.88 | $23.20 | $24.75 | $30.77 | 200% | | Adjusted RONAE | 10.40% | 11.40% | 11.90% | 15.06% | 200% |

  57. No Employment Agreements

    No Employment Agreements We do not have employment agreements with our NEOs; our NEOs are employed at will.

  58. Dividend Equivalents

    Dividend Equivalents We do not pay current dividend equivalents on unvested RSUs or PRSUs. The payment of dividend equivalents on unvested RSUs or PRSUs is deferred and paid only if and to the extent the units vest. There are no dividend equivalents associated with stock option awards.

  59. Policies and Practices Related to the Timing of Equity Awards

    Policies and Practices Related to the Timing of Equity Awards We grant stock options and PRSUs on an annual basis at regularly scheduled Compensation Committee meetings, the dates of which are typically determined approximately three years in advance. We grant PRSUs at each February Committee meeting, which typically occurs in the middle of February, usually a few weeks following the release of our annual earnings results. We grant stock options at each October Committee meeting. The Committee does not take into account material non-public information when determining the timing or terms of option awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation with such option awards. During fiscal 2025, the Company did not grant stock options to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non- public information. In addition to the regular-cycle equity grants, the Committee may also make “off-cycle” grants of PRSUs, stock options, RSUs or other equity awards at other Committee meetings, in connection with an employee’s initial hire, promotion, or for other reasons.

  60. Internal Pay Equity

    Internal Pay Equity Our compensation program is designed so that compensation opportunities are similar for executives with comparable responsibilities, experience, and tenure. Our executive compensation program uses the same compensation components for all executives, but executives may have different pay levels due to their market compensation, position, and performance. To maintain internal equity in connection with grants of stock options and PRSUs, the Committee generally grants the same number of stock options and PRSUs to employees who are in similar pay grades and similar roles.

  61. Clawback Policy and Forfeiture Provisions

    Clawback Policy and Forfeiture Provisions In accordance with SEC rules and the requirements of the NYSE listing standards, in 2023, the Compensation Committee adopted an executive clawback policy (the “Executive Clawback Policy”) that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former “Section 16 officer” of Sherwin-Williams, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) (a “Covered Officer”), in the event of an accounting restatement. In the event we are required to prepare an accounting restatement as provided in our Executive Clawback Policy, unless an exception applies, the Company will recover reasonably promptly from each Covered Officer the covered compensation received by such Covered Officer. The terms of our equity award agreements also provide that if an executive grantee knowingly or willfully engages in misconduct which is materially harmful to the Company or violates such person’s intellectual property, confidentiality and other similar obligations to Sherwin-Williams, his or her equity awards will terminate and be forfeited.

  62. Change in Control Agreements

    Change in Control Agreements To promote continuity and the continued dedication of our executives during any period of uncertainty due to a potential change in control, we enter into change in control severance pay agreements with our executives, including each of our NEOs. Given the heightened focus on change in control agreements, the Committee engaged its compensation consultant in 2025 to review our change in control severance pay agreements relative to prevailing market practices. Based upon such review, the Committee believes the material terms of the severance agreements, which include a double-trigger equity acceleration provision, are generally in line with market practices. Potential cash severance payments are based upon a multiplier of base salary and annual cash incentive pay. These severance pay agreements are not a factor in setting compensation levels and have not affected the Committee’s decisions with respect to compensation components. Additional information regarding the severance agreements, including the estimated amounts payable to each NEO, is set forth under the heading Potential Payments Upon Termination or Change in Control in the Executive Compensation Tables section.

  63. Policy Concerning Future Severance Agreements

    Policy Concerning Future Severance Agreements We have a policy that provides we will not enter into any future severance agreements (including material amendments of existing agreements) with a senior executive providing for cash severance payments exceeding 2.99 times base salary and bonus without shareholder approval or ratification. For purposes of this calculation, cash severance payments do not include the acceleration of equity-based awards, vacation pay, retirement benefits, health continuation coverage, and outplacement services. In addition, the policy provides that future executive severance agreements will not include any tax gross-up payments.

  64. Key Employee Separation Plan

    Key Employee Separation Plan Under the Key Employee Separation Plan (as amended, the “KESP”), certain key employees, including our NEOs, are entitled, subject to execution and non-revocation of a release of claims, to certain severance payments and benefits in the event their employment is involuntarily terminated by Sherwin-Williams for reasons other than cause, death, or disability prior to a change in control. Additional information regarding the KESP, including the estimated amounts payable to our NEOs upon termination of employment without cause prior to a change in control, is set forth under the heading Potential Payments Upon Termination or Change in Control in the Executive Compensation Tables section.

  65. Compensation Risk Assessment

    Compensation Risk Assessment The Compensation Committee annually assesses the risks related to our compensation policies and practices. During 2025, the Compensation Committee engaged CAP, its compensation consultant at that time, to conduct a comprehensive risk assessment of our incentive compensation programs, plans, and policies. CAP presented the risk assessment to the Compensation Committee for review. Based upon the assessment, the Compensation Committee and CAP concluded that our compensation policies and practices do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on Sherwin-Williams. The following factors help mitigate against employees taking excessive or unnecessary risks. •We utilize a balanced approach to compensation, which combines fixed and variable pay, short-term and long-term time horizons, and cash and equity. •We have varied incentive compensation metrics with performance goals focused on growth, profitability, and managing capital at different levels within our Company. •We design our incentive compensation plans without steep payout cliffs that might encourage short-term business decisions that are inconsistent with our long-term business strategy. •Performance incentives are capped at maximum payout amounts. •We grant equity awards annually, with appropriate vesting periods, that encourage consistent behavior and reward long-term, sustained performance. •Our equity plans include a “double-trigger” acceleration provision with respect to vesting in connection with a change in control. •We have significant stock ownership guidelines for our non-management directors and executives. •We regularly benchmark our current compensation practices, policies, and pay levels against peer companies and have a pay philosophy that utilizes market compensation data. •We prohibit the hedging and pledging of our securities by our non-management directors and executives. •The Compensation Committee reviews tally sheets for our NEOs that provide a holistic view of each executive’s compensation. •We have a clawback policy and forfeiture provisions in our equity award agreements.

  66. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding the compensation of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Heidi G. Petz Chair, President and CEO | 2025 | 1,373,077 | — | 6,456,207 | 4,253,859 | 2,390,000 | 441,174 | 14,914,317 | | | 2024 | 1,284,615 | — | 5,400,447 | 4,519,209 | 1,448,000 | 340,026 | 12,992,297 | | | 2023 | 873,088 | — | 3,885,665 | 3,399,387 | 1,746,000 | 181,372 | 10,085,512 | | Allen J. Mistysyn Former Senior Vice President – Finance and CFO* | 2025 | 987,616 | — | 2,470,894 | 1,511,134 | 1,074,000 | 226,634 | 6,270,278 | | | 2024 | 939,461 | — | 2,517,158 | 1,729,574 | 662,000 | 369,570 | 6,217,763 | | | 2023 | 882,769 | — | 4,094,447 | 1,264,171 | 1,677,000 | 207,631 | 8,126,018 | | Justin T. Binns President, Global Architectural | 2025 | 791,924 | — | 1,461,282 | 969,912 | 644,800 | 143,034 | 4,010,952 | | | 2024 | 767,449 | — | 1,372,995 | 1,026,586 | 512,720 | 209,749 | 3,889,499 | | | 2023 | 695,964 | — | 2,116,818 | 847,920 | 1,053,000 | 176,240 | 4,889,942 | | Karl J. Jorgenrud President, Global Industrial | 2025 | 791,923 | — | 1,461,282 | 969,912 | 799,760 | 172,026 | 4,194,903 | | | 2024 | 766,348 | — | 1,372,995 | 1,026,586 | 768,560 | 205,917 | 4,140,406 | | | 2023 | 648,114 | — | 2,082,021 | 847,920 | 982,000 | 188,078 | 4,748,133 | | Mary L. Garceau Senior Vice President – Chief Legal Officer and Secretary | 2025 | 767,941 | — | 1,169,025 | 709,125 | 668,000 | 137,296 | 3,451,387 | | | 2024 | 739,416 | — | 1,098,396 | 814,573 | 558,000 | 199,838 | 3,410,223 | | | 2023 | 702,549 | — | 1,043,910 | 701,461 | 1,124,000 | 135,457 | 3,707,377 |

  68. Summary Compensation Table

    *Mr. Mistysyn retired from his position as Senior Vice President – Finance and CFO, effective December 31, 2025, and assumed a short-term transition role in a non-officer position. 1.For 2025, the values in this column reflect the aggregate grant date fair value of PRSUs granted to each NEO. The grant date fair value of our share-based compensation is calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Values were calculated by multiplying the average of the highest and lowest reported sale prices of our common stock on the date of grant, February 18, 2025, by the number of PRSUs received by each NEO. The PRSUs were calculated assuming a payout of target or 100% of the award. As further described in Key Components of Our 2025 Executive Compensation Program—Long-Term Equity Incentive Compensation in the CD&A, PRSU award payouts are calculated following the applicable three-year performance period and payouts could range from 0% to 200%. The values below were calculated by multiplying the average of the highest and lowest reported sale prices of our common stock on the date of grant by the number of PRSUs an executive would receive assuming achievement of the maximum performance level, or 200% of the award.

  69. Summary Compensation Table

    | | 2025 | 2024 | 2023 | | Heidi G. Petz | $12,912,414 | $10,800,894 | $3,897,264 | | Allen J. Mistysyn | 4,941,788 | 5,034,315 | 4,314,828 | | Justin T. Binns | 2,922,564 | 2,745,990 | 2,296,602 | | Karl J. Jorgenrud | 2,922,564 | 2,745,990 | 2,227,008 | | Mary L. Garceau | 2,338,050 | 2,196,792 | 2,087,820 |

  70. Summary Compensation Table

    2.Values in this column reflect the aggregate grant date fair value of stock options granted to our NEOs, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The values were calculated using a Black-Scholes-Merton option pricing model with weighted-average assumptions as described in Note 14, Stock-Based Compensation to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  71. Summary Compensation Table

    | } | 51 | Sherwin-Williams 2026 Proxy Statement |

  72. Summary Compensation Table

    3.Amounts in this column reflect annual cash incentive compensation earned under our Annual Performance Plan. We include more information in the section Key Components of Our 2025 Executive Compensation Program—Annual Cash Incentive Compensation in the CD&A. 4.The table below shows the components of All Other Compensation for each NEO for 2025.

  73. Summary Compensation Table

    | | Petz | Mistysyn | Binns | Jorgenrud | Garceau | | Pension Investment Plan | $12,075 | $20,700 | $17,250 | $17,250 | $12,075 | | 401(k) Plan | 19,714 | 21,000 | 21,000 | 20,143 | 15,667 | | Deferred Compensation Savings Plan | 216,653 | 142,108 | 93,934 | 122,933 | 92,204 | | Executive Life Insurance Plan | — | 13,273 | — | — | — | | Executive Disability Income Plan | 3,850 | 3,850 | 3,850 | 3,850 | 3,850 | | Charitable Matching Gifts | 3,000 | 3,000 | 3,000 | 3,000 | 3,000 | | Perquisites | 185,882 | 22,703 | 4,000 | 4,850 | 10,500 | | Reimbursement of Taxes | — | — | — | — | — | | Total | $441,174 | $226,634 | $143,034 | $172,026 | $137,296 |

  74. Summary Compensation Table

    •Pension Investment Plan — Company contributions under our Salaried Employees’ Revised Pension Investment Plan, a tax-qualified defined contribution plan. •401(k) Plan — Company matching contributions under our tax-qualified 401(k) plan. •Deferred Compensation Savings Plan — Company contributions under our 2005 Deferred Compensation Savings and Pension Equalization Plan. •Executive Life Insurance Plan — The dollar value of non-compensatory split-dollar life insurance benefits under our Executive Life Insurance Plan. This plan was frozen to new participants beginning in January 2008. •Executive Disability Income Plan — Company payments for premiums under our Executive Disability Income Plan. •Charitable Matching Gifts — Charitable matching contributions under The Sherwin-Williams Foundation Matching Gifts Program, pursuant to which the Foundation will match, on a 1:1 basis, gifts of $100 or more, up to an annual maximum of $3,000, made to qualifying nonprofit organizations and educational institutions. •Perquisites — The aggregate incremental cost to Sherwin-Williams of perquisites consisting of:

  75. Summary Compensation Table

    | | Petz | Mistysyn | Binns | Jorgenrud | Garceau | | Executive physical exam | $2,050 | $2,350 | $— | $— | $1,500 | | Personal security services | 59,595 | — | — | — | — | | Identity theft protection and cybersecurity services | 4,000 | 4,000 | 4,000 | 4,000 | 4,000 | | Personal use of corporate aircraft | 115,237 | 11,353 | — | — | — | | Executive financial planning | 5,000 | 5,000 | — | 850 | 5,000 | | Total | $185,882 | $22,703 | $4,000 | $4,850 | $10,500 |

  76. Summary Compensation Table

    | } | 52 | Sherwin-Williams 2026 Proxy Statement |

  77. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table sets forth information regarding the grants of annual cash incentive compensation, PRSUs and stock options made to our NEOs during 2025.

  78. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards($)(5) | | Name/Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Heidi G. Petz | | | | | | | | | | | | Annual Cash Incentive | | -0- | 2,196,923 | 4,393,846 | | | | | | | | PRSUs – Adj. EPS Goal | 2/18/2025 | | | | 6,075 | 12,150 | 24,300 | | | 4,304,138 | | PRSUs – Adj. RONAE Goal | 2/18/2025 | | | | 3,038 | 6,075 | 12,150 | | | 2,152,069 | | Stock Options | 10/20/2025 | | | | | | | 47,630 | 331.37 | 4,253,859 | | Allen J. Mistysyn | | | | | | | | | | | | Annual Cash Incentive | | -0- | 987,616 | 1,975,232 | | | | | | | | PRSUs – Adj. EPS Goal | 2/18/2025 | | | | 2,325 | 4,650 | 9,300 | | | 1,647,263 | | PRSUs – Adj. RONAE Goal | 2/18/2025 | | | | 1,163 | 2,325 | 4,650 | | | 823,631 | | Stock Options | 10/20/2025 | | | | | | | 16,920 | 331.37 | 1,511,134 | | Justin T. Binns | | | | | | | | | | | | Annual Cash Incentive | | -0- | 633,539 | 1,267,078 | | | | | | | | PRSUs – Adj. EPS Goal | 2/18/2025 | | | | 1,375 | 2,750 | 5,500 | | | 974,188 | | PRSUs – Adj. RONAE Goal | 2/18/2025 | | | | 688 | 1,375 | 2,750 | | | 487,094 | | Stock Options | 10/20/2025 | | | | | | | 10,860 | 331.37 | 969,912 | | Karl J. Jorgenrud | | | | | | | | | | | | Annual Cash Incentive | | -0- | 633,538 | 1,267,077 | | | | | | | | PRSUs – Adj. EPS Goal | 2/18/2025 | | | | 1,375 | 2,750 | 5,500 | | | 974,188 | | PRSUs – Adj. RONAE Goal | 2/18/2025 | | | | 688 | 1,375 | 2,750 | | | 487,094 | | Stock Options | 10/20/2025 | | | | | | | 10,860 | 331.37 | 969,912 | | Mary L. Garceau | | | | | | | | | | | | Annual Cash Incentive | | -0- | 614,353 | 1,228,706 | | | | | | | | PRSUs – Adj. EPS Goal | 2/18/2025 | | | | 1,100 | 2,200 | 4,400 | | | 779,350 | | PRSUs – Adj. RONAE Goal | 2/18/2025 | | | | 550 | 1,100 | 2,200 | | | 389,675 | | Stock Options | 10/20/2025 | | | | | | | 7,940 | 331.37 | 709,125 |

  79. 2025 Grants of Plan-Based Awards Table

    1.Amounts reflect the threshold, target, and maximum annual cash incentive compensation amounts that could have been earned during 2025 based upon the achievement of performance goals under our Annual Performance Plan. The amounts of annual cash incentive compensation earned in 2025 by our NEOs were determined and paid in February 2026. The amounts paid are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. 2.Amounts reflect the threshold, target, and maximum number of PRSUs granted on February 18, 2025. The 2025 PRSUs were granted pursuant to the Predecessor Plan and consisted of two grants—one with an Adjusted EPS performance goal and one with an Adjusted RONAE performance goal. The actual number of shares of common stock earned for the 2025 PRSUs will be determined based upon the Company’s level of achievement with respect to each goal for the three-year performance period. Amounts reported in the “target” column reflect the number of PRSUs that will be earned if the Company achieves 100% of its performance target. Amounts reported in the “maximum” column reflect the number of PRSUs that will be earned if the Company achieves 200% of its performance target. Amounts reported in the “threshold” column reflect the number of PRSUs that will be earned if the Company achieves 50% of its performance target. If the Company performs below its set threshold performance level, no PRSUs will be earned. The 2025 PRSUs are scheduled to vest and be paid, if earned, in shares of common stock in February 2028 on the date the Compensation Committee approves the level of achievement of the performance goals. The payment of dividend equivalents on unvested PRSUs is deferred, and dividend equivalents are paid only if and to the extent the PRSUs vest based on the achievement of the performance goals. Dividend equivalents are paid at the same rate as dividends paid on our common stock. During 2025, the quarterly dividend rate was $0.790 per share. 3.Amounts reflect the number of stock options granted on October 20, 2025 under the Equity Incentive Plan. These stock options vest in three substantially equal annual installments on each of the first three anniversaries of the date of grant and expire on October 19, 2035. 4.The exercise price equals the average of the highest and lowest reported sale prices of our common stock on the grant date, October 20, 2025. 5.The grant date fair value of our share-based compensation is calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. PRSU award values were calculated by multiplying the average of the highest and lowest reported sale prices of our common stock on the date of grant, February 18, 2025, by the number of PRSUs received, assuming a payout of target or 100% of the award. The values of stock option awards were calculated using a Black-Scholes-Merton option pricing model with weighted- average assumptions as described in Note 14,"Stock-Based Compensation" to our consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  80. 2025 Grants of Plan-Based Awards Table

    | } | 54 | Sherwin-Williams 2026 Proxy Statement |

  81. Outstanding Equity Awards at December 31, 2025 Table

    Outstanding Equity Awards at December 31, 2025 Table The following table sets forth information regarding the number of unexercised stock options and the number and value of unvested PRSUs and time-based RSUs outstanding at December 31, 2025 for our NEOs.

  82. Outstanding Equity Awards at December 31, 2025 Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Option Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Heidi G. Petz | 10/18/2017 | 420 | — | 127.98 | 10/17/2027 | 16,800(3) | 5,443,704 | 35,400(5) | 11,470,662 | | | 10/17/2018 | 579 | — | 136.85 | 10/16/2028 | 8,350(4) | 2,705,651 | 36,450(6) | 11,810,894 | | | 10/16/2019 | 3,000 | — | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 2,700 | — | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 11,700 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 13,700 | — | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 29,400 | 14,700 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | 13,500 | 27,000 | 388.57 | 10/14/2034 | | | | | | | 10/20/2025 | — | 47,630 | 331.37 | 10/19/2035 | | | | | | Allen J. Mistysyn | 10/18/2017 | 28,020 | — | 127.98 | 10/17/2027 | 18,600(3) | 6,026,958 | 16,500(5) | 5,346,495 | | | 10/17/2018 | 26,269 | — | 136.85 | 10/16/2028 | 8,350(4) | 2,705,651 | 13,950(6) | 4,520,219 | | | 10/16/2019 | 25,865 | — | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 18,460 | — | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 15,662 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 14,336 | — | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 10,934 | 5,466 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | 5,167 | 10,333 | 388.57 | 10/14/2034 | | | | | | | 10/20/2025 | — | 16,920 | 331.37 | 10/19/2035 | | | | | | Justin T. Binns | 10/18/2016 | 13,500 | — | 90.04 | 10/17/2026 | 9,900(3) | 3,207,897 | 9,000(5) | 2,916,270 | | | 10/18/2017 | 11,100 | — | 127.98 | 10/17/2027 | 4,175(4) | 1,352,825 | 8,250(6) | 2,673,248 | | | 10/17/2018 | 8,100 | — | 136.85 | 10/16/2028 | | | | | | | 10/16/2019 | 7,200 | — | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 5,100 | — | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 10,800 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 11,000 | — | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 7,334 | 3,666 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | 3,067 | 6,133 | 388.57 | 10/14/2034 | | | | | | | 10/20/2025 | — | 10,860 | 331.37 | 10/19/2035 | | | | | | Karl J. Jorgenrud | 10/18/2017 | 4,350 | — | 127.98 | 10/17/2027 | 9,600(3) | 3,110,688 | 9,000(5) | 2,916,270 | | | 10/17/2018 | 6,900 | — | 136.85 | 10/16/2028 | 4,175(4) | 1,352,825 | 8,250(6) | 2,673,248 | | | 10/16/2019 | 7,200 | — | 186.85 | 10/15/2029 | | | | | | | 10/20/2020 | 5,100 | — | 227.05 | 10/19/2030 | | | | | | | 10/18/2021 | 4,000 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 10,400 | — | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 7,334 | 3,666 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | 3,067 | 6,133 | 388.57 | 10/14/2034 | | | | | | | 10/20/2025 | — | 10,860 | 331.37 | 10/19/2035 | | | | | | Mary L. Garceau | 10/16/2019 | 16,500 | — | 186.85 | 10/15/2029 | 9,000(3) | 2,916,270 | 7,200(5) | 2,333,016 | | | 10/20/2020 | 11,700 | — | 227.05 | 10/19/2030 | | | 6,600(6) | 2,138,598 | | | 10/18/2021 | 10,500 | — | 295.83 | 10/17/2031 | | | | | | | 10/18/2022 | 9,900 | — | 215.08 | 10/17/2032 | | | | | | | 10/13/2023 | 6,067 | 3,033 | 248.57 | 10/12/2033 | | | | | | | 10/15/2024 | 2,434 | 4,866 | 388.57 | 10/14/2034 | | | | | | | 10/20/2025 | — | 7,940 | 331.37 | 10/19/2035 | | | | |

  83. Outstanding Equity Awards at December 31, 2025 Table

    1.Stock options vest in three substantially equal annual installments on each of the first three anniversaries of the date of grant. 2.The values shown are calculated by multiplying the number of Retention RSUs (defined below) or PRSUs, as applicable, by $324.03, the closing price per share of our common stock on December 31, 2025, the last trading day of the 2025 fiscal year.

  84. Outstanding Equity Awards at December 31, 2025 Table

    | } | 55 | Sherwin-Williams 2026 Proxy Statement |

  85. Outstanding Equity Awards at December 31, 2025 Table

    3.Amounts reflect 200% of the target number of PRSUs granted February 14, 2023 that vested in February 2026, based upon achievement of the Adjusted EPS and Adjusted RONAE performance goals for the three-year performance period that ended December 31, 2025. 4.On February 14, 2023, the Compensation Committee approved grants of time-based RSUs to Ms. Petz (who was then serving as our President and COO) and Messrs. Mistysyn, Binns, and Jorgenrud. These special time-based RSU awards (“Retention RSUs”) were designed to promote retention and the stability of our experienced management team in a challenging demand environment. The amounts shown reflect unvested Retention RSUs granted February 14, 2023. The Retention RSUs vested February 13, 2026. 5.Amounts reflect unvested PRSUs, granted February 13, 2024, for the three-year performance period ending December 31, 2026. The PRSU amount and market value is reported at the maximum level of performance. The number of PRSUs earned will depend upon actual performance relative to the Adjusted EPS and Adjusted RONAE performance goals. The PRSUs will vest in February 2027, on the date the Compensation Committee approves the level of achievement of the performance goals. 6.Amounts reflect unvested PRSUs, granted February 18, 2025, for the three-year performance period ending December 31, 2027. The PRSU amount and market value is reported at the maximum level of performance. The number of PRSUs earned will depend upon actual performance relative to the Adjusted EPS and Adjusted RONAE performance goals. The PRSUs will vest in February 2028, on the date the Compensation Committee approves the level of achievement of the performance goals.

  86. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table sets forth information regarding the number and value of stock options exercised and PRSUs vested during 2025.

  87. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Heidi G. Petz | — | — | 7,374 | 2,659,569 | | Allen J. Mistysyn | 802 | 74,087 | 7,865 | 2,836,662 | | Justin T. Binns | 609 | 174,874 | 5,899 | 2,127,585 | | Karl J. Jorgenrud | — | — | 4,916 | 1,773,046 | | Mary L. Garceau | — | — | 5,162 | 1,861,769 |

  88. 2025 Option Exercises and Stock Vested Table

    1.The value realized on the exercise of stock options is equal to the number of shares acquired multiplied by the difference between the exercise price and the market price of our common stock. The market price is equal to the closing price per share of our common stock on the date of exercise. 2.The value realized on the vesting of PRSUs is equal to the number of shares vested multiplied by the market price of our common stock, plus the amount of cash dividend equivalents that were paid on the earned shares upon vesting. The market price is equal to the closing price per share of our common stock on the vesting date, February 18, 2025.

  89. 2025 Option Exercises and Stock Vested Table

    | } | 56 | Sherwin-Williams 2026 Proxy Statement |

  90. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The following table sets forth information for 2025 relating to our 2005 Deferred Compensation Savings and Pension Equalization Plan (“DCSP”) and our 2005 Key Management Deferred Compensation Plan (“KMDCP”).

  91. 2025 Nonqualified Deferred Compensation Table

    | Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawal/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Heidi G. Petz | DCSP | — | 216,653 | 135,203 | — | 1,106,625 | | Allen J. Mistysyn | DCSP | — | 142,108 | 772,221 | — | 3,927,941 | | Justin T. Binns | DCSP | — | 93,934 | 115,339 | — | 956,537 | | Karl J. Jorgenrud | DCSP | — | 122,933 | 95,848 | — | 1,038,444 | | Mary L. Garceau | DCSP | — | 92,204 | 182,625 | — | 1,459,647 | | | KMDCP | 36,298 | — | 31,483 | — | 269,446 |

  92. 2025 Nonqualified Deferred Compensation Table

    1.The amount in this column represents Ms. Garceau’s elective contributions to the KMDCP in 2025. Amounts were deferred from the “Salary” column of the Summary Compensation Table. 2.Amounts represent Company contributions for each NEO. These amounts are also reported in the All Other Compensation column of the Summary Compensation Table. 3.Amounts include earnings, dividends, and interest provided on account balances, including the change in value of the underlying investments in which our NEOs are deemed to be invested. These amounts are not reported in the Summary Compensation Table. 4.Amounts represent each NEO’s aggregate account balance under our DCSP and KMDCP (for Ms. Garceau) as of December 31, 2025. For the DCSP, amounts include 2025 Company contributions, which are also reported in the All Other Compensation column of the Summary Compensation Table. The table below sets forth the portion of these DCSP aggregate account balances that were reported as compensation in the Summary Compensation Table (for 2025, 2024, and 2023) for each NEO that served as a NEO during each such year.

  93. 2025 Nonqualified Deferred Compensation Table

    | Name | Amount Reported ($) | | Heidi G. Petz | 574,769 | | Allen J. Mistysyn | 518,455 | | Justin T. Binns | 381,529 | | Karl J. Jorgenrud | 418,066 | | Mary L. Garceau | 92,204 |

  94. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following information and table set forth the payments to each of our NEOs in the event of a termination of employment as a result of retirement, involuntary termination, death, disability, voluntary termination, termination for cause, and termination following a change in control. The information and amounts shown in the table assume that each NEO terminated employment on December 31, 2025.

  95. Retirement

    Retirement Effective for awards made on or after January 1, 2024, an NEO is eligible to elect retirement upon satisfying the following criteria: age 55 or older, with age plus years of service totaling 75 or more, or age 65 or older (with no years of service requirement). In the event of retirement and assuming the notice requirement is satisfied: (a) all outstanding stock options granted after January 1, 2024 will continue to vest in accordance with their terms and (b) all outstanding PRSUs granted after January 1, 2024 will continue to vest, subject to the attainment of the applicable performance goals, as if the NEO had continued employment throughout the restriction period. For awards granted before January 1, 2024, an NEO is eligible to elect retirement upon satisfying the following criteria: age 65 or older (with no years of service requirement), age 55-59 with at least 20 years of vesting service, or age 60 or older if the combination of age and years of vesting service equals at least 75. In the event of retirement and assuming the notice requirement is satisfied: (a) all outstanding stock options will continue to vest in accordance with their terms, (b) all outstanding PRSUs will continue to vest, subject to the attainment of the applicable performance goals, as if the NEO had continued employment throughout the restriction period, and (c) all outstanding Retention RSUs awarded to Ms. Petz and Messrs. Mistysyn, Binns, and Jorgenrud will continue to vest, subject to their terms, on February 13, 2026. At December 31, 2025, Mr. Mistysyn was the only NEO eligible for retirement under either definition.

  96. Retirement

    | } | 58 | Sherwin-Williams 2026 Proxy Statement |

  97. Involuntary Termination

    Involuntary Termination All of the NEOs participate in the Key Employee Separation Plan (“KESP”). Under the KESP, each NEO is entitled, subject to execution and non- revocation of a release of claims against Sherwin-Williams, to certain severance payments and benefits in the event his or her employment is involuntarily terminated prior to a change in control by Sherwin-Williams for reasons other than cause, death, or disability. These payments and benefits include: (a) a cash severance amount equal to a multiple of each NEO’s annual base salary rate and target annual cash incentive compensation (for Ms. Petz, 2x; for Ms. Garceau and Messrs. Mistysyn, Binns, and Jorgenrud, 1.5x). Each NEO’s cash severance amount is payable in the form of base salary continuation, with the exception of amounts payable for target annual cash incentive awards, which are paid on applicable payment dates after each performance period; (b) an annual cash incentive compensation payment prorated for the amount of time the executive was employed in the year of termination, payable to the extent applicable performance goals are achieved, and paid on the applicable payment date after the performance period; (c) continuation of medical and dental coverage benefits until the earliest of: (i) reaching the age of 65, (ii) the date similar benefits are provided by another employer, and (iii) 18 months following the termination of employment; (d) reasonable outplacement assistance for expenses actually incurred, as approved by the Compensation Committee; and (e) continued vesting of equity awards (2 years, for Ms. Petz; 18 months, for each of Ms. Garceau and Messrs. Mistysyn, Binns, and Jorgenrud, or such longer period as provided in the applicable equity award agreements, including continued vesting in the event of retirement for NEOs that are eligible for retirement at December 31, 2025 or will become eligible for retirement during the continued vesting period), with PRSUs continuing to be subject to the attainment of the applicable performance goals. At December 31, 2025, Mr. Mistysyn was the only NEO eligible for retirement. As described above, the NEOs must sign a release of claims against Sherwin-Williams to receive payment under the KESP, which release includes restrictive covenants regarding the protection of our intellectual property, the confidentiality of our proprietary information, non-competition and non-solicitation restrictions that apply following termination of employment, and a requirement not to disparage Sherwin-Williams. For purposes of the table, we have assumed the NEOs have complied with these restrictive covenants.

  98. Death and Disability

    Death and Disability In the event of the death or disability of an NEO, all outstanding stock options will immediately vest and become exercisable. With respect to restricted stock units, (a) all Retention RSUs will immediately vest and (b) the greater of the following will immediately vest: (i) 100% of the target PRSUs and (ii) the percentage of PRSUs that would be earned based on actual achievement of the applicable performance metric measured as of the end of the last completed fiscal quarter preceding the date of the NEO’s death or disability and the projected forecast of the performance metric over the remaining performance period. Mr. Mistysyn participates in our executive life insurance plan, which was frozen to new participants in January 2008. Under this plan, the beneficiary of an NEO is entitled to receive a death benefit based upon the following formulas: (a) if the event occurs prior to age 62, the death benefit will equal 4-times the NEO’s base salary; (b) if the event occurs on or after age 62 and before age 65, the death benefit will equal 4-times the NEO’s base salary at age 62; and (c) if the event occurs at age 65 or older, then the death benefit will equal 2.5-times the NEO’s base salary at age 62. Mr. Mistysyn was less than 62 years of age on December 31, 2025. Each NEO participates in our executive long-term disability plan, adopted as of January 1, 2013. Upon the occurrence of a disability, the covered NEO will receive an annual benefit equal to 60% of his or her base salary, subject to a benefit cap of $35,000 per month, until the earliest of: (a) Social Security normal retirement age (or, if age 60 or older at the time of disability, a period of 12-60 months depending on the executive’s age); (b) recovery from the disability; and (c) death. The amount set forth in the table for each NEO reflects the amount of the first annual payment under the plan (60% of the NEO’s 2025 base salary).

  99. Estimated Payments Upon Termination or Change in Control Table

    Estimated Payments Upon Termination or Change in Control Table

  100. Estimated Payments Upon Termination or Change in Control Table

    | Event | Petz | Mistysyn | Binns | Jorgenrud | Garceau(1) | | Retirement | | | | | | | Annual cash incentive | N/A | $1,074,000 | N/A | N/A | N/A | | Continued vesting of stock options | N/A | 412,464 | N/A | N/A | N/A | | Continued vesting of PRSUs and Retention RSUs | N/A | 10,652,486 | N/A | N/A | N/A | | Total | N/A | $12,138,950 | N/A | N/A | N/A | | Involuntary Termination | | | | | | | Annual cash incentive | $2,390,000 | $1,074,000 | $644,800 | $799,760 | $668,000 | | Continued vesting of stock options | 1,109,262 | 412,464 | 276,636 | 276,636 | 228,870 | | Continued vesting of PRSUs and Retention RSUs | 11,162,834 | 10,652,486 | 4,414,909 | 4,366,304 | 2,624,643 | | Cash severance payment | 7,193,847 | 2,981,424 | 2,150,309 | 2,150,309 | 2,083,285 | | Continued health care benefits | 23,910 | 36,908 | 36,908 | 36,908 | 35,853 | | Outplacement services | 140,000 | 100,000 | 80,000 | 80,000 | 77,450 | | Total | $22,019,853 | $15,257,282 | $7,603,562 | $7,709,917 | $5,718,101 | | Death | | | | | | | Annual cash incentive | $2,390,000 | $1,074,000 | $644,800 | $799,760 | $668,000 | | Accelerated stock options | 1,109,262 | 412,464 | 276,636 | 276,636 | 228,870 | | Accelerated PRSUs and Retention RSUs | 17,068,280 | 10,652,486 | 5,751,533 | 5,702,928 | 3,693,942 | | Life insurance proceeds | N/A | 4,000,001 | N/A | N/A | N/A | | Total | $20,567,542 | $16,138,951 | $6,672,969 | $6,779,324 | $4,590,812 | | Disability | | | | | | | Annual cash incentive | $2,390,000 | $1,074,000 | $644,800 | $799,760 | $668,000 | | Accelerated stock options | 1,109,262 | 412,464 | 276,636 | 276,636 | 228,870 | | Accelerated PRSUs and Retention RSUs | 17,068,280 | 10,652,486 | 5,751,533 | 5,702,928 | 3,693,942 | | Disability benefits | 420,000 | 420,000 | 420,000 | 420,000 | 420,000 | | Total | $20,987,542 | $12,558,950 | $7,092,969 | $7,199,324 | $5,010,812 | | Change in Control with Termination | | | | | | | Cash severance payment | $10,754,801 | $5,344,167 | $3,842,101 | $4,125,268 | $3,894,594 | | Annual cash incentive(2) | 2,390,000 | 1,074,000 | 644,800 | 799,760 | 668,000 | | Accelerated stock options | 1,109,262 | 412,464 | 276,636 | 276,636 | 228,870 | | Accelerated PRSUs and Retention RSUs | 17,068,280 | 10,652,486 | 5,751,533 | 5,702,928 | 3,693,942 | | Continued health care benefits | 23,910 | 36,908 | 36,908 | 36,908 | 35,853 | | Outplacement services | 140,000 | 100,000 | 80,000 | 80,000 | 77,450 | | 280G Tax Reduction | N/A | N/A | N/A | N/A | N/A | | Total | $31,486,253 | $17,620,025 | $10,631,978 | $11,021,500 | $8,598,709 |

  101. Estimated Payments Upon Termination or Change in Control Table

    1.Ms. Garceau did not receive Retention RSUs. For Ms. Garceau, amounts shown for the continued vesting of or accelerated PRSUs and Retention RSUs consist only of the value of PRSUs. 2.Amounts are also payable upon a change in control only, without termination.

  102. Estimated Payments Upon Termination or Change in Control Table

    | } | 61 | Sherwin-Williams 2026 Proxy Statement |

  103. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio As required by SEC rules, we disclose below the 2025 annual total compensation of Heidi G. Petz, the 2025 annual total compensation of our median employee, and the ratio of these amounts. We calculated the annual total compensation for both Ms. Petz and our median employee using the same methodology that is used for the Summary Compensation Table. •Ms. Petz’s annual total compensation — $14,914,317 •Our median employee’s annual total compensation — $60,049 •Ratio of Ms. Petz’s annual total compensation to our median employee’s annual total compensation — 248:1 Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year in the subsequent three-year period, provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that the Company reasonably believes would result in a significant change to the pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change that would significantly impact the 2024 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2025. As a result, we used the same median employee for the 2025 CEO pay ratio as we did in 2024 for the 2024 CEO pay ratio disclosure. The pay ratio analysis of our employee population was conducted with November 1, 2024 as the determination date to identify our median employee, which was within the last three months of our 2024 fiscal year. At November 1, 2024, we employed 64,178 persons in 58 countries, including 55,706 full-time employees and 8,472 part-time employees. We identified the median employee as of the determination date using total cash compensation (base salary, including overtime and cash incentive compensation, where applicable), which was consistently applied across our entire global employee population for the trailing 12 months preceding November 1, 2024 (excluding our CEO). In determining our median employee, we did not use any of the permitted exemptions. We also did not rely on any material assumptions, adjustments (e.g., cost-of-living adjustments), or estimates (e.g., statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for Ms. Petz or our median employee.

  104. 2025 CEO Pay Ratio

    | } | 62 | Sherwin-Williams 2026 Proxy Statement |

  105. Pay Versus Performance

    Pay Versus Performance We disclose below pay versus performance information, including the relationship between executive compensation actually paid, as calculated by SEC rules, and Company performance.

  106. Pay Versus Performance Table

    Pay Versus Performance Table

  107. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e)(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (h)(4) | Adjusted EPS (i)(5) | | | | | | | Total Shareholder Return (f)(3) | Peer Group Total Shareholder Return (g)(3) | | | | 2025 | $14,914,317 | $9,307,185 | $4,481,880 | $2,795,195 | $138.29 | $128.86 | $2,568,500,000 | $10.71 | | 2024 | 12,992,297 | 18,053,741 | 6,303,128 | 10,320,048 | 143.80 | 137.25 | 2,681,400,000 | 10.55 | | 2023 | 19,281,779 | 38,382,596 | 6,962,401 | 11,841,924 | 130.84 | 126.68 | 2,388,800,000 | 9.57 | | 2022 | 12,749,910 | (19,713,828) | 3,452,393 | (760,145) | 98.58 | 111.79 | 2,020,100,000 | 7.92 | | 2021 | 15,843,760 | 48,088,376 | 3,618,848 | 8,939,692 | 144.90 | 143.95 | 1,864,400,000 | 7.32 |

  108. Pay Versus Performance Table

    1.Heidi G. Petz served as our principal executive officer (“PEO”) for 2025 and 2024. John G. Morikis served as our PEO for the full year for each of 2023, 2022, and 2021. Our non-PEO NEOs included: (a) for 2025, Allen J. Mistysyn, Justin T. Binns, Karl J. Jorgenrud, and Mary L. Garceau (b) for 2024, Allen J. Mistysyn, John G. Morikis, Justin T. Binns, and Karl J. Jorgenrud; (c) for 2023 and 2022, Allen J. Mistysyn, Heidi G. Petz, Justin T. Binns, and Karl J. Jorgenrud; and (d) for 2021, Allen J. Mistysyn, Heidi G. Petz, Mary L. Garceau, Justin T. Binns, and Peter J. Ippolito 2.For each year, the values included in these columns for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in columns (b) and (d), respectively:

  109. Pay Versus Performance Table

    | PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table (“SCT”) Total for PEO (column (b)) | $14,914,317 | $12,992,297 | $19,281,779 | $12,749,910 | $15,843,760 | | - aggregate change in actuarial present value of pension benefits | — | — | — | — | — | | + service cost of pension benefits | — | — | — | — | — | | + prior service cost of pension benefits | — | — | — | — | — | | - SCT “Stock Awards” column value | 6,456,207 | 5,400,447 | 7,829,325 | 5,357,573 | 5,895,615 | | - SCT “Option Awards” column value | 4,253,859 | 4,519,209 | 4,725,225 | 4,248,445 | 4,496,806 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 10,215,752 | 12,785,765 | 28,153,093 | 9,783,283 | 24,320,152 | | -/+ change in fair value of equity awards granted in prior years that were outstanding and unvested as of the covered year-end | (4,615,546) | 1,160,409 | 4,729,453 | (20,046,896) | 17,756,334 | | + vesting date fair value of equity awards granted and vested in the covered year | — | — | — | — | — | | -/+ change in fair value of equity awards granted in prior years that vested in the covered year | (497,272) | 1,034,926 | (1,227,179) | (12,594,107) | 560,551 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | — | — | — | — | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | — | — | — | — | — | | + excess fair value for equity award modifications | — | — | — | — | — | | Compensation Actually Paid to PEO (column (c)) | $9,307,185 | $18,053,741 | $38,382,596 | ($19,713,828) | $48,088,376 |

  110. Pay Versus Performance Table

    | } | 63 | Sherwin-Williams 2026 Proxy Statement |

  111. Pay Versus Performance Table

    | Average for Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Average SCT Total for Non-PEO NEOs (column (d)) | $4,481,880 | 6,303,128 | 6,962,401 | 3,452,393 | 3,618,848 | | - aggregate change in actuarial present value of pension benefits | — | — | — | — | — | | + service cost of pension benefits | — | — | — | — | — | | + prior service cost of pension benefits | — | — | — | — | — | | - SCT “Stock Awards” column value | 1,640,621 | 2,311,208 | 3,044,738 | 1,083,784 | 1,074,291 | | - SCT “Option Awards” column value | 1,040,021 | 1,648,674 | 1,589,850 | 877,473 | 865,948 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 2,555,039 | 5,239,176 | 8,616,321 | 2,000,614 | 4,500,593 | | -/+ change in fair value of equity awards granted in prior years that were outstanding and unvested as of the covered year-end | (1,432,641) | 1,613,536 | 1,066,986 | (2,812,473) | 2,596,782 | | + vesting date fair value of equity awards granted and vested in the covered year | — | — | — | — | — | | -/+ change in fair value of equity awards granted in prior years that vested in the covered year | (128,441) | 1,124,090 | (169,196) | (1,439,422) | 163,708 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | — | — | — | — | | + dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | — | — | — | — | — | | + excess fair value for equity award modifications | — | — | — | — | — | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $2,795,195 | $10,320,048 | $11,841,924 | $(760,145) | $8,939,692 |

  112. Pay Versus Performance Table

    3.For each year, total shareholder return (“TSR”) for the Company and the peer group was calculated in accordance with Item 201(e) and Item 402(v) of Regulation S-K. TSR represents the cumulative return on an initial fixed investment of $100 for the period starting December 31, 2020 through the end of the listed year. For purposes of this pay versus performance disclosure, our peer group is the same peer group used for purposes of the performance graph included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021 and consists of the following entities: Akzo Nobel N.V., Axalta Coating Systems Ltd., BASF SE, Genuine Parts Company, H.B. Fuller Company, The Home Depot, Inc., Lowe’s Companies, Inc., Masco Corporation, Newell Brands Inc., PPG Industries, Inc., RPM International Inc., and Stanley Black & Decker, Inc. (for purposes of this section only, the “Peer Group”). 4.Net income is rounded to the nearest hundred thousand. 5.Adjusted EPS is calculated as described in Appendix A.

  113. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Table for each of 2025, 2024, 2023, 2022, and 2021, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non- PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance Table.

  114. Pay Versus Performance Relationship Descriptions

    | } | 64 | Sherwin-Williams 2026 Proxy Statement |

  115. Relationship Between Compensation Actually Paid and Total Shareholder Return

    Relationship Between Compensation Actually Paid and Total Shareholder Return

  116. Relationship Between Compensation Actually Paid and Adjusted EPS

    Relationship Between Compensation Actually Paid and Adjusted EPS

  117. Relationship Between Compensation Actually Paid and Adjusted EPS

    | } | 65 | Sherwin-Williams 2026 Proxy Statement |

  118. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income

  119. Pay Versus Performance

    Pay Versus Performance Adjusted EPS. For each of 2025, 2024, 2023, 2022 and 2021, we calculate Adjusted EPS as diluted net income per common share (as determined in accordance with GAAP), adjusted to include or exclude certain items approved by the Compensation Committee, as described in the introduction to this Appendix. For 2025, Adjusted EPS is calculated as described above, under Annual Cash Incentive Compensation Program. For 2023, 2022, and 2021, Adjusted EPS is calculated as described below. No adjustments were made to GAAP EPS for 2024.

  120. Pay Versus Performance

    | 2023 Adjusted EPS | $ per share | | Diluted Net Income Per Share (GAAP) | $9.25 | | Restructuring | 0.09 | | Impairment Related to Trademarks | 0.07 | | Loss Related to Argentine Government Economic Reforms Resulting in Significant Devaluation of the Argentine peso | 0.16 | | Adjusted EPS | $9.57 |

  121. Pay Versus Performance

    | 2022 Adjusted EPS | $ per share | | Diluted Net Income Per Share (GAAP) | $7.72 | | Restructuring | 0.20 | | Adjusted EPS | $7.92 |

  122. Pay Versus Performance

    | 2021 Adjusted EPS | $ per share | | Diluted Net Income Per Share (GAAP) | $6.98 | | Loss on divestiture | 0.34 | | Adjusted EPS | $7.32 |

  123. Pay Versus Performance

    | The Sherwin-Williams Company 1 Sherwin Way Cleveland, Ohio 44113 www.sherwin-williams.com |

  124. Pay Versus Performance

    Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V83286-P42309-Z91769 1a.	 Kerrii B. Anderson 1b.	 Jeff M. Fettig 1c.	 Robert J. Gamgort 1d.	 Heidi G. Petz 1e.	 Aaron M. Powell 1f.	 Marta R. Stewart 1g.	 Michael H. Thaman 1h.	 Matthew Thornton III 1i.	 Thomas L. Williams For Against Abstain ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! THE SHERWIN-WILLIAMS COMPANY The Board of Directors recommends a vote “FOR” each of the nominees listed for Proposal 1. 1.	 Election of 9 Directors: The Board of Directors recommends a vote “FOR” Proposal 3. 2.	 Advisory Approval of the Compensation of the Named Executive Officers 3.	 Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm 4.	 Advisory Approval of Management Proposal to Amend Shareholders' Ability to Call a Special Meeting to a 25% Ownership Threshold 5.	 Shareholder Proposal Regarding Shareholder Ability to Call a Special Meeting The Board of Directors recommends a vote "FOR" Proposal 4. The Board of Directors recommends a vote "AGAINST" Proposal 5. The Board of Directors recommends a vote “FOR” Proposal 2. Please sign your name exactly as it appears on this Proxy Card. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide the full name of the corporation and title of the authorized officer signing this Proxy Card. For Against Abstain For Against Abstain For Against Abstain For Against Abstain ! !! SCAN TO VIEW MATERIALS & VOTEw THE SHERWIN-WILLIAMS COMPANY 1 SHERWIN WAY CLEVELAND, OHIO 44113 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on April 21, 2026 for shares held directly or pursuant to the Dividend Reinvestment Plan, and up until 11:59 p.m. Eastern Daylight Time on April 19, 2026 for shares held pursuant to the 401(k) Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/SHW2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on April 21, 2026 for shares held directly or pursuant to the Dividend Reinvestment Plan, and up until 11:59 p.m. Eastern Daylight Time on April 19, 2026 for shares held pursuant to the 401(k) Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. V83287-P42309-Z91769 2026 ANNUAL MEETING OF SHAREHOLDERS THE SHERWIN-WILLIAMS COMPANY Wednesday, April 22, 2026, 9:00 A.M. (EDT) The Annual Meeting will be held in a virtual format via webcast. To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/SHW2026 and enter the 16-digit control number found on this proxy card on the date and time noted. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 2026. Our Notice of Annual Meeting, Proxy Statement, Proxy Card, and 2025 Annual Report are available at: www.proxyvote.com. THE SHERWIN-WILLIAMS COMPANY ANNUAL MEETING OF SHAREHOLDERS — April 22, 2026 The undersigned hereby appoints Heidi G. Petz, Benjamin E. Meisenzahl and Mary L. Garceau, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact, and hereby authorizes them to represent and vote, as provided on the other side, all the shares of common stock of The Sherwin-Williams Company that the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders to be held virtually at www.virtualshareholdermeeting.com/SHW2026, on Wednesday, April 22, 2026 at 9:00 a.m., Eastern Daylight Time, or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Annual Meeting. This card also provides voting instructions for shares of common stock, if any, held for the account of the undersigned by the administrator of our Dividend Reinvestment Plan and by the trustee of our 401(k) Plan. This card is solicited jointly by the Board of Directors, the administrator of our Dividend Reinvestment Plan and the trustee of our 401(k) Plan. This proxy, when properly executed, will be voted as directed by the shareholder(s). If you sign and return this card without providing voting instructions, this proxy will be voted “FOR” all director nominees, “FOR” Proposal 2, “FOR” Proposal 3, “FOR” Proposal 4, and “AGAINST” Proposal 5, and in the discretion of the proxy holders on any other matters that properly come before the Annual Meeting. If you do not timely sign and return this card, the proxy holders cannot vote these shares (or, in the case of our 401(k) Plan, if you do not sign and return this card by 11:59 p.m. Eastern Daylight Time on April 19, 2026, these shares will be voted in the same proportion as the trustee votes those shares for which it receives proper instructions). TO VOTE ONLINE OR BY PHONE, SEE REVERSE SIDE OF THIS PROXY CARD.