Item 1.01. Entry into a Material Definitive Agreement.

On May 23, 2022, The Sherwin-Williams Company ("Sherwin-Williams") entered into that certain Amendment No. 16 to the Credit Agreement ("Amendment No. 16") with Citicorp USA, Inc. ("CUSA"), as administrative agent and issuing bank, and the lenders party thereto. Amendment No. 16 amends the Credit Agreement, dated as of May 9, 2016 (as amended, the "Credit Agreement"), among Sherwin-Williams, CUSA, as administrative agent and issuing bank, and the lenders party thereto. The primary purpose of Amendment No. 16 is to extend the maturity of $150,000,000 of the commitments available for borrowing and obtaining the issuance, renewal, extension and increase of a revolving letter of credit from June 20, 2022 to June 20, 2027.

Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for Sherwin-Williams and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

The foregoing description of Amendment No. 16 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 16, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information described in Item 1.01 above relating to Amendment No. 16 is incorporated herein by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:



Exhibit
  No.                                Exhibit Description

4.1           Amendment No. 16 to the Credit Agreement, dated as of May 23, 2022,
            by and among The Sherwin-Williams Company, Citicorp USA, Inc., as
            administrative agent and issuing bank, and the lenders party thereto


104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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