RPM International Inc. has agreed to sell $300 million aggregate principal amount of 2.950% notes due 2032 (the “Notes”).

The sale of the Notes is expected to close January 25, 2022, and is pursuant to the provisions of an underwriting agreement dated January 10, 2022, among RPM and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters.

RPM will pay interest on the Notes semiannually on January 15 and July 15 of each year, beginning on July 15, 2022.

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

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any of the securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted. The offering of the Notes was registered under the Securities Act of 1933, as amended, and is being made pursuant to RPM’s Registration Statement on Form S-3 filed by RPM with the Securities and Exchange Commission.

The Notes will be offered pursuant to an effective registration statement previously filed with the SEC. Before investing, investors should read the prospectus in the registration statement and applicable prospectus supplement and other documents the company has filed or will file with the SEC for more complete information about the company and the offering. These documents may be obtained for free by visiting EDGAR on the SEC website. Alternatively, RPM, or any underwriter or any dealer participating in the offering, will arrange to send interested parties copies of the prospectus supplement and accompanying prospectus if requested by calling or emailing BofA Securities, Inc. toll-free at (800) 294-1322 or dg.prospectus_requests@bofa.com or by contacting Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, by facsimile at (212) 902-9316 or by emailing Prospectus-ny@ny.email.gs.com.

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