What the changes say
- Customer concentration is now quantified: one Consumer customer represented 20% of segment sales in fiscal 2026.
- AI-related intellectual-property exposure and self-insured healthcare costs are newly highlighted.
- MAP 2025 costs may continue into fiscal 2027, alongside new SG&A optimization actions.
- Economic-risk language now emphasizes government shutdowns and Middle East conflict-related disruption.
What changed since the prior 10-K
New
- NewOPERATIONAL RISKS
The loss of, reduced purchases by, or difficulty in collecting amounts due from any of our key customers could harm our business
Losing, reducing purchases, delaying orders, or failing to collect from large customers—especially in Consumer—could materially reduce revenue and operating results.
- NewOPERATIONAL RISKS
protect our intellectual property and other proprietary information and rights from unauthorized use or disclosure, other parties may attempt to obtain, disclose or use them without our authorization. Such theft, unauthorized action, use or disclosure could negatively impact our business and financial condition
Generative AI and other advanced technologies could enable unauthorized access to RPM’s intellectual property, confidential information, or trade secrets.
Dropped
- Dropped
A public health crisis could cause disruptions to our operations which could adversely affect our business in the future
- DroppedOPERATIONAL RISKS
We depend on a few key customers for a significant portion of our net sales and, therefore, significant declines in the level of purchases by any of these key customers could harm our business
Reworded
- 86% rewrittenOPERATIONAL RISKS
Our business and financial condition could be adversely affected if we are unable to protect our intellectual property and other proprietary information or there is a loss in the actual or perceived value of our brands
The heading now expressly combines unauthorized intellectual-property use with declines in the actual or perceived value of RPM’s brands.
- 51% rewrittenOPERATIONAL RISKS
Operating improvement initiatives, including digital and physical consolidation efforts, may increase our operational risks, could cause us to incur significant expenses and could impact the trading value of our common stock
MAP 2025 restructuring costs are expected into fiscal 2027, and fiscal 2026 added SG&A-focused optimization actions.
Was: Operating improvement initiatives, including digital and physical consolidation efforts, may increase our operational risks and could cause us to incur significant expenses and impact the trading value of our common stock
- 42% rewritten
Catastrophic events, severe weather conditions and natural disasters may reduce the demand for some of our products, impair our ability to meet our demand for such products or cause supply chain disruptions which could have a negative effect on our operations and sales
The examples now include fires and explosions, while removing the specific reference to destructive wildfires and emphasizing plant closures.
- 40% rewrittenOPERATIONAL RISKS
Although we have insurance, it may not cover every potential risk associated with our operations
RPM now warns that self-insured healthcare costs, claims, or utilization could materially increase operating expenses.
- 35% rewrittenFINANCIAL RISKS
Our significant amount of indebtedness could have a material adverse impact on our business
Reported debt declined to $2.5 billion from $2.6 billion, while stockholders’ equity increased to $3.3 billion from $2.9 billion.
- 35% rewrittenLEGAL AND REGULATORY RISKS
The industries in which we operate expose us to inherent risks of legal and warranty claims and other litigation-related risks and costs, which could adversely impact our business
The risk now specifically includes performance, defect, and compliance warranty claims, while omitting prior references to foodborne illness and recalls.
- 31% rewritten
Our operations and financial condition could be adversely affected by global and regional economic conditions and trends in ways we may not be able to predict or control
The examples now add government shutdowns and Middle East conflict, while removing explicit references to Covid, quotas, and new trade barriers.
- 29% rewrittenLEGAL AND REGULATORY RISKS
We could be adversely affected by or incur liability for the actions or inaction of our third parties
The risk now states that third-party breaches, legal violations, market disfavor, or scrutiny could cause claims, fines, and reputational damage.
- 28% rewrittenLEGAL AND REGULATORY RISKS
Compliance with environmental, sustainability, health and safety and other laws and regulations could subject us to unforeseen future expenditures or liabilities, which could have a material adverse effect on our business
- 28% rewrittenLEGAL AND REGULATORY RISKS
Our businesses are subject to varying domestic and foreign laws and regulations that may restrict or adversely impact our ability to conduct our business
- 23% rewrittenOPERATIONAL RISKS
We derive a significant amount of our revenues from foreign markets, which subjects us to additional business risks that could adversely affect our results of operations
All 32 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our operations and financial condition could be adversely affected by global and regional economic conditions and trends in ways we may not be able to predict or control31% rewritten
- 02Global economic and capital market conditions may cause our access to capital to be more difficult and/or costs to secure such capital more expensive
- 03Volatility in the equity markets or interest rates could substantially increase our pension costs and required pension contributions
- 04Terrorist activities and other acts of violence, civil unrest, or war could negatively impact the locations or industries in which we compete, our operations, and our profitability
- 05Catastrophic events, severe weather conditions and natural disasters may reduce the demand for some of our products, impair our ability to meet our demand for such products or cause supply chain disruptions which could have a negative effect on our operations and sales42% rewritten
- 06Significant foreign currency exchange rate fluctuations may harm our financial results
FINANCIAL RISKS
- 07The use of accounting estimates involves judgment and could impact our financial results
- 08The results of our annual and, as-required, interim testing of goodwill and other long-lived assets may result in additional substantial impairment charges
- 09"Summary of Significant Accounting Policies - Property, Plant & Equipment," Note A(11), "Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets," and Note C, "Goodwill and Other Intangible Assets," to our Consolidated Financial Statements as presented below
- 10Our significant amount of indebtedness could have a material adverse impact on our business35% rewritten
- 11have a material adverse effect on our short-term liquidity if large debt maturities occur in close succession
OPERATIONAL RISKS
- 12Operating improvement initiatives, including digital and physical consolidation efforts, may increase our operational risks, could cause us to incur significant expenses and could impact the trading value of our common stock51% rewritten
- 13Fluctuations in the supply and cost of raw materials, energy or other resources may negatively impact our financial results
- 14The markets in which we operate are highly competitive and some of our competitors are much larger than we are and may have greater financial resources than we do
- 15Our success depends upon our ability to identify, attract, retain and develop key associates and the succession of senior management
- 16The loss of, reduced purchases by, or difficulty in collecting amounts due from any of our key customers could harm our businessNew
- 17If our efforts to acquire and integrate other companies or product lines fail or we encounter difficulties associated with divestitures our business may not grow or realize anticipated benefits from these acquisitions or divestitures
- 18increases in our indebtedness and contingent liabilities, which could in turn restrict our ability to raise additional capital when needed or to pursue other important elements of our business strategy
- 19We derive a significant amount of our revenues from foreign markets, which subjects us to additional business risks that could adversely affect our results of operations23% rewritten
- 20Cybersecurity threats, data privacy compliance, and artificial intelligence ("AI") could have a negative impact on our business
- 21Cyber-attacks or breaches due to security vulnerabilities, associate error, supplier or third-party error, malfeasance or other disruptions may occur. We may be subject to attempts to gain unauthorized access to our data, information technology systems and/or applications
- 22Our business and financial condition could be adversely affected if we are unable to protect our intellectual property and other proprietary information or there is a loss in the actual or perceived value of our brands86% rewritten
- 23protect our intellectual property and other proprietary information and rights from unauthorized use or disclosure, other parties may attempt to obtain, disclose or use them without our authorization. Such theft, unauthorized action, use or disclosure could negatively impact our business and financial conditionNew
- 24Although we have insurance, it may not cover every potential risk associated with our operations40% rewritten
- 25If our efforts to achieve stated sustainability goals, targets or objectives fail, or we fail to effectively respond to changing regulatory requirements, our business and reputation may be adversely affected
LEGAL AND REGULATORY RISKS
- 26The industries in which we operate expose us to inherent risks of legal and warranty claims and other litigation-related risks and costs, which could adversely impact our business35% rewritten
- 27Compliance with environmental, sustainability, health and safety and other laws and regulations could subject us to unforeseen future expenditures or liabilities, which could have a material adverse effect on our business28% rewritten
- 28Our businesses are subject to varying domestic and foreign laws and regulations that may restrict or adversely impact our ability to conduct our business28% rewritten
- 29We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws of other countries, as well as trade sanctions administered by the office of Foreign Assets Control and the Department of Commerce
- 30We could be adversely affected by or incur liability for the actions or inaction of our third parties29% rewritten
- 31We are subject to the effect of tax law changes in all the jurisdictions in which we operate
- 32We could be adversely affected by failure to comply with federal, state and local government procurement regulations and requirements
Other RPM International 10-Ks
- FY2025 10-K risk factors32 risks
RPM faces significant risks related to customer concentration among major retailers, debt levels, raw material cost volatility, and foreign operations.
Filed Jul 24, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.