Sherwin Williams (SHW) risk factors, FY2025 10-K

Sherwin Williams's FY2025 10-K, filed Feb 19, 2026, lists 22 risk factors in 3 groups. Against the prior year's 23: 1 new, 2 dropped, 5 substantially reworded.

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Risk factors listed
223 groups
New this year
1vs 23 last year
Dropped
2since the prior 10-K
Substantially reworded
5of those kept
Section length
10k wordsItem 1A

What the changes say

  • Suvinil’s October 2025 acquisition in Brazil adds a specific $525 million integration risk.
  • Financing risks now emphasize banks’ commitments, refinancing, borrowing costs, credit ratings, and customer receivables.
  • Litigation wording broadens to actual and potential proceedings, including alleged natural-resource-damage claims.
  • Trade-risk language now expressly acknowledges prior interference with operations, supply chains, and customer relationships.

What changed since the prior 10-K

New

  • NewFINANCIAL RISKS

    continuation or worsening of these conditions could limit our ability to collect our accounts receivable, which could adversely affect our results of operations, cash flow, liquidity or financial condition

    Banks could fail to fund revolving facilities, while refinancing difficulty or credit-rating downgrades could restrict working-capital and corporate funding.

Dropped

  • DroppedFINANCIAL RISKS

    credit and financing facilities are unable to perform on their commitments, such inability could adversely impact our cash flow, liquidity or financial condition, including our ability to obtain funding for working capital needs and other general corporate purposes

  • DroppedLEGAL AND REGULATORY RISKS

    continue to vigorously defend against any additional lead pigment and lead-based paint litigation that may be filed, including utilizing all avenues of appeal, if necessary

Reworded

  • 53% rewrittenLEGAL AND REGULATORY RISKS

    The nature, cost, quantity and outcome of pending and future litigation could have a material adverse effect on our results of operations, cash flow, liquidity and financial condition

    The risk now covers actual and potential claims, lawsuits, and other proceedings, adds alleged natural-resource damages, and includes avoiding liability.

  • 39% rewrittenFINANCIAL RISKS

    A weakening of global credit markets or changes to our credit ratings may adversely affect our results of operations, cash flow, liquidity or financial condition

    The credit-markets risk is largely unchanged, but its accounts-receivable continuation now appears separately in 15.

  • 28% rewrittenOPERATIONAL RISKS

    Our results of operations, cash flow or financial condition may be negatively impacted if we do not successfully integrate past and future acquisitions into our existing operations and if the performance of the businesses we acquire do not meet our expectations

    The risk now specifically names the Suvinil acquisition, completed in October 2025, and its approximately $525 million annual sales.

  • 23% rewritten

    Adverse changes in general business and economic conditions in the United States and worldwide have in the past adversely affected and may in the future adversely affect our results of operations, cash flow, liquidity or financial condition

    The wording removes references to business plans and narrows the description to business operations and strategies.

  • 21% rewrittenOPERATIONAL RISKS

    Policy changes affecting international trade have in the past and could in the future adversely impact the demand for our products and our competitive position

    The wording changes hypothetical trade-policy interference to acknowledge that it has already affected operations, supply chains, costs, and relationships.

    Was: Policy changes affecting international trade could adversely impact the demand for our products and our competitive position

All 22 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01ECONOMIC AND STRATEGIC RISKS
  2. 02Adverse changes in general business and economic conditions in the United States and worldwide have in the past adversely affected and may in the future adversely affect our results of operations, cash flow, liquidity or financial condition23% rewritten
  3. 03Protracted duration of economic downturns in cyclical segments of the economy has in the past and may in the future depress the demand for some of our products and adversely affect our sales, earnings, cash flow or financial condition

OPERATIONAL RISKS

  1. 04Unexpected shortages and increases in the cost of raw materials and energy have in the past and may in the future adversely affect our earnings or cash flow
  2. 05Disruptions to our information technology systems, including due to digitization efforts or cybersecurity incidents, may interfere with our operating and financial processes, result in the compromise or loss of critical and confidential information and severely harm our business
  3. 06Our ability to attract, retain, develop and progress a qualified global workforce could adversely impact our business and impair our ability to meet our strategic objectives and the needs of our customers
  4. 07Although we have an extensive customer base, the loss of any of our largest customers could adversely affect our sales, earnings or cash flow
  5. 08Increased competition or failure to keep pace with developments in key competitive areas of our business may reduce our sales, earnings or cash flow performance
  6. 09Our results of operations, cash flow or financial condition may be negatively impacted if we do not successfully integrate past and future acquisitions into our existing operations and if the performance of the businesses we acquire do not meet our expectations28% rewritten
  7. 10Risks and uncertainties associated with our expansion into and our operations in South America, Asia, Europe and other foreign markets have in the past and could in the future adversely affect our results of operations, cash flow, liquidity or financial condition
  8. 11Policy changes affecting international trade have in the past and could in the future adversely impact the demand for our products and our competitive position21% rewritten
  9. 12We may not achieve our strategies or expectations relating to sustainability considerations, which could expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business
  10. 13Our business, reputation, image and brands could be damaged by negative publicity
  11. 14Our business could be adversely affected by the infringement or loss of our intellectual property rights or by the theft or unauthorized use of our trade secrets or other confidential business information

FINANCIAL RISKS

  1. 15A weakening of global credit markets or changes to our credit ratings may adversely affect our results of operations, cash flow, liquidity or financial condition39% rewritten
  2. 16continuation or worsening of these conditions could limit our ability to collect our accounts receivable, which could adversely affect our results of operations, cash flow, liquidity or financial conditionNew
  3. 17Additionally, any failure to comply with covenants in the instruments governing our debt could result in an event of default which, if not cured or waived, would have a material adverse effect on us
  4. 18Fluctuations in foreign currency exchange rates and changing monetary policies could adversely affect our results of operations, cash flow, liquidity or financial condition

LEGAL AND REGULATORY RISKS

  1. 19Increases in tax rates, or changes in tax laws or regulations, could increase our costs and could adversely affect our results of operations, cash flow or financial condition
  2. 20We discuss risks and uncertainties with regard to income taxes in more detail in Note 20 to the consolidated financial statements in Item 8
  3. 21We are involved with environmental investigation and remediation activities at some of our currently- and formerly-owned sites, as well as a number of third-party sites, for which our ultimate liability may exceed the current amount we have accrued
  4. 22The nature, cost, quantity and outcome of pending and future litigation could have a material adverse effect on our results of operations, cash flow, liquidity and financial condition53% rewritten

Other Sherwin Williams 10-Ks

  • FY2024 10-K risk factors
    23 risks

    Sherwin-Williams faces cyclical demand risks across construction, housing, and manufacturing segments.

    Filed Feb 20, 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.