Item 1.01 Entry into a Material Definitive Agreement

On January 10, 2022, RPM International Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), providing for the offer and sale by the Company of $300 million aggregate principal amount of 2.950% Notes due 2032 (the "Notes").

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. Certain of the Underwriters and their related entities have engaged and may engage in various financial advisory, commercial banking and investment banking transactions with the Company in the ordinary course of their business, for which they have received, or will receive, customary compensation and expense reimbursement.

Item 8.01 Other Events


Sale of Notes

On January 10, 2022, the Company agreed to sell $300 million aggregate principal amount of its Notes pursuant to the Underwriting Agreement. The sale of the Notes is expected to close on January 25, 2022. The offering of the Notes was priced at 99.778% of the $300 million principal amount of Notes to be issued. At that price, the Notes have a yield to maturity of 2.976%.

The expected net proceeds will be approximately $296.2 million after deducting the underwriting discount and estimated expenses related to the offering. The Company intends to use the net proceeds from the sale of the Notes to repay a portion of the outstanding borrowings under its revolving credit facility and for general corporate purposes.

The offering of the Notes was registered under the Securities Act of 1933, as amended (the "Securities Act"), and is being made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-240199) and the Prospectus included therein (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission (the "Commission") on July 30, 2020, and the Prospectus Supplement relating thereto dated January 10, 2022.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated January 10, 2022, among the Company
             and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as
             representatives of the Underwriters.

 5.1           Opinion of Calfee, Halter & Griswold LLP

 5.2           Opinion of Harter Secrest & Emery LLP

23.1           Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1)


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

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