Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 18, 2021     RPM INTERNATIONAL INC. (Exact name of registrant as specified in its charter)       Delaware   1-14187   02-0642224 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   2628 Pearl Road , P.O. Box 777 , Medina , Ohio   44258 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: (330) 273-5090 (Former name or former address, if changed since last report.)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.01   RPM   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       Item 1.01 Entry into a Material Definitive Agreement. Amendment and Extension of Accounts Receivable Securitization Facility On March 18, 2021, RPM International Inc. (the “Company”) amended and extended its existing $250.0 million accounts receivable securitization facility (the “A/R Facility”) by entering into Amendment No. 6 to Amended and Restated Receivables Purchase Agreement, dated as of March 18, 2021 (the “RPA Amendment”), among the Company, RPM Funding Corporation, a special purpose entity whose voting interests are wholly owned by the Company, certain purchasers from time to time party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent. The RPA Amendment extends the facility termination date of the A/R Facility to May 21, 2024. The Company paid customary fees to the administrative agent for this financing. The description contained herein of the RPA Amendment is qualified in its entirety by reference to the full text of the RPA Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.   Exhibit Number    Description 10.1    Amendment No. 6 to Amended and Restated Receivables Purchase Agreement, dated as of March 18, 2021, among the Company, RPM Funding Corporation, certain purchasers from time to time party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent 104    Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     RPM International Inc.   (Registrant) Date March 24, 2021     /s/ Edward W. Moore   Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer