RPM RPM International Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Edward W. Moore, Senior Vice President, General Counsel and Chief Compliance Officer, (330) 273-5090

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

Section 1—Conflict Minerals Disclosure

The Conflict Minerals Report for the calendar year ended December 31, 2023, filed herewith as Exhibit 1.01 is available at RPM Conflict Minerals Report.

See Exhibit 1.01 to the Form SD, incorporated herein by reference.

Section 2—Resource Extraction Issuer Disclosure

Not applicable.

Section 3—Exhibits

SIGNATURES

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 duly authorized undersigned.

Exhibit 1.01

Conflict Minerals Report

Introduction

Our subsidiaries manufacture, market and sell various specialty chemical product lines, including high-quality specialty paints, infrastructure rehab and repair products, protective coatings, roofing systems, sealants, and adhesives, focusing on the maintenance and improvement needs of the industrial, specialty and consumer markets. Our family of products includes those marketed under brand names such as API, Carboline, CAVE, DAP, Day-Glo, Dri-Eaz, Dryvit, Euclid, EUCO, Fibergrate, Fibregrid, Fibrecrete, Flecto, Flowcrete, Gator, Grupo PV, Hummervoll, illbruck, Kemtile, Key Resin, Nudura, Mohawk, Prime Resins, RustOleum, Specialty Polymer Coatings, Stonhard, Strathmore, TCI, Toxement, Tremco, Tuf-Strand, Universal Sealants, Viapol, Watco and Zinsser. As of May 31, 2023, our subsidiaries marketed products in approximately 164 countries and territories and operated manufacturing facilities in approximately 121 locations in Argentina, Australia, Belgium, Brazil, Canada, Chile, China, Colombia, France, Germany, India, Italy, Malaysia, Mexico, The Netherlands, New Zealand, Norway, Poland, South Africa, South Korea, Spain, Sweden, Turkey, the United Arab Emirates, the United Kingdom, and the United States. Approximately 29% of our sales are generated in international markets through a combination of exports to and direct sales in foreign countries. For the fiscal year ended May 31, 2023, we recorded net sales of $7.3 billion.

After evaluating our diverse product lines, we have determined that the products we manufacture that may contain conflict minerals are our carpet/hard surface floor cleaning equipment, structure drying and dehumidifying equipment, and relatively small quantities of our nail polish, and assembled applicator systems used for dispensing polyurethanes and epoxies (“Scoped Products”). After conducting a Reasonable Country of Origin Inquiry (“RCOI”) of the relevant direct raw material suppliers of our Scoped Products, and in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (17 CFR 240.13p-1), we are filing this Conflict Minerals Report (“CMR”).

Part I. Due Diligence

A. RCOI

In compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and its Conflict Minerals provisions (the “Regulations”), we have a Conflict Minerals Policy (our “Policy”), which is publicly available at RPM Conflict Minerals Policy. Our Policy requires that our subsidiaries identify which of their direct raw material suppliers may have supplied them with material containing one or more conflict minerals during the reporting period (“Relevant Suppliers”). When required, a RCOI, as more fully described below, was conducted and the responses from such Relevant Suppliers were reviewed. Assent Compliance (“Assent”), a third-party provider engaged by RPM International Inc. (“RPM”), facilitated communications to Relevant Suppliers. Assent has specific expertise in “conflict-minerals specific” supply-chain data management. Through Assent, Relevant Suppliers were asked to provide responses consistent with the information sought by the Conflict-Free Sourcing Initiative’s (“CFSI”) Conflict Minerals Reporting Template (the “CMRT”). The CMRT includes questions about each Relevant Supplier’s conflict minerals policy, RCOI, or other due diligence procedures related to conflict minerals sourcing. Furthermore, the CMRT asks Relevant Suppliers to identify known smelters used to process any disclosed conflict minerals. Assent maintained and analyzed the Relevant Suppliers’ responses using data-management software and other information available to it.

B. Due Diligence Conducted on the Scoped Products’ 3TG Minerals Chain of Custody

1. Framework

We continue to refer to the Organisation for Economic Co-operation and Development’s (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Due Diligence Framework”) and applied that internationally recognized framework to conduct our due diligence efforts. The OECD Due Diligence Framework incorporates RCOI procedures.

2. Due Diligence Measures Performed

In accordance with the OECD Due Diligence Framework, we incorporated the following measures during our due diligence of the Scoped Products:

a) Policy: Based upon our experience with the Conflict Minerals process used in prior reporting periods and professional guidance received from subject-matter experts, we previously revised our Policy and processes to more effectively identify (i) whether we may have tin, tantalum, tungsten or gold (“3TG Minerals”) in any of our products and (ii) if so, whether any 3TG Minerals contained in our products originated from the Democratic Republic of Congo or adjoining countries (“DRC Region”). We review our Policy each year and revise it when needed. However, we have not substantively changed the aforementioned process since 2020. The Policy applies to each subsidiary. It sets forth the procedures the subsidiary must use to identify 3TG Minerals in its products and facilitate the RCOI process. The Policy is publicly available at RPM Conflict Minerals Policy.

b) Internal Management Structure: Compliance with the Policy is supervised by RPM’s Legal and Compliance Department. Details regarding other direct management and internal and external communication requirements are described in the Policy which is incorporated herein by reference.

c) Controls, Transparency, Engagement with Suppliers and Customers: Our Policy requires each subsidiary to first identify whether any of its direct raw material suppliers may have provided it with products containing 3TG Minerals during the reporting period. If so, the subsidiary must provide relevant information about that supplier to RPM. Once obtained, RPM forwards the data to Assent to conduct the RCOI and any subsequent due diligence. If 3TG Minerals are identified during Assent’s inquiries, then the subsidiary’s conflict minerals representative coordinates with Assent to review the procedures and further information obtained by Assent. Since the Scoped Products are finished products, and therefore not known to be used as direct raw materials by any of our customers, follow-on engagement with customers was not a factor with respect to the 2023 reporting period.

d) Company Level Grievance Mechanism: Any potential violation of the Policy may be reported in accordance with The Values & Expectations of 168, which is our Code of Business Conduct and Ethics (our “Code”). Options for disclosure under our Code include, but are not limited to, contacting RPM’s Hotline (where permitted by local law). Additionally, the Policy requires each subsidiary’s conflict minerals representative to report any non-responsive suppliers to RPM. Our Code is publicly available at RPM Code of Conduct and instructions for contacting the Hotline are available at RPM Hotline Instructions.

e) Identification and Assessment of Risk in the Supply Chain: Based upon the relatively small number of Scoped Products as compared to the rest of our product lines, as well as the relatively small percentage of the global supply of conflict minerals originating from the DRC Region, we continue to believe that the risk that any suppliers are providing any conflict minerals to us that benefit the conflict in the DRC Region is remote. However, pursuant to our Policy and as part of the RCOI process, Relevant Suppliers are asked to respond to the CMRT questions. These questions are designed to determine whether the Relevant Suppliers, in fact, provide non-recycled/non-scrap 3TG Minerals to our subsidiaries and, if so, whether those Relevant Suppliers know which smelters processed such 3TG Minerals. Relevant Suppliers are also asked to disclose their conflict-free policies and due diligence procedures. Questions related to smelters and due diligence procedures are required as part of applicable post-RCOI due diligence requirements and are asked along with the RCOI questions to expedite the due diligence process and limit the volume of required communications with any individual supplier.

f) Design to Respond to Identified Risks: Through Assent’s analysis, a Relevant Supplier’s response is identified if it indicates that a 3TG Mineral from the DRC Region could be contained in one of our products. When that occurs, the entirety of the due diligence portion of the questionnaire submitted by the Relevant Supplier is evaluated by Assent, an RPM representative, or the subsidiary’s conflict minerals representative. The Relevant Supplier may be contacted to clarify answers and further identify smelters, the chain of custody of the direct material and to attempt to determine whether any mineral contained in our products may have benefited the conflict in the DRC Region. Furthermore, in accordance with the Policy, an applicable subsidiary’s management may consider actions designed to mitigate any future risks of non-compliant behavior by any non-responsive supplier.

g) Follow-up with Relevant Suppliers: During the RCOI process, Relevant Suppliers submitted their responses of direct materials used to manufacture Scoped Products. We followed the due diligence procedures described above with respect to such suppliers. As has been the case previously, we have encountered a limited number of isolated instances where some Relevant Suppliers have identified smelters, they believed may have used materials that may have been sourced from or otherwise benefitted the DRC Region. However, we have been unable to determine whether the response from these suppliers only covered products purchased by us, or whether the response applied to the full spectrum of products manufactured or sold by such suppliers. In fact, the initial inquiry to each supplier requests CMRTs for all of such supplier’s products. It is only once a smelter is identified as potentially sourcing from or benefitting the DRC region that further inquiries are made to determine whether the smelter(s) listed by the supplier on our questionnaire actually supplied materials to the Relevant Supplier that, in fact, were used in a product purchased by us. In each such case, the Relevant Supplier was unable to confirm whether the materials we purchased were sourced from the smelter identified as potentially not being conflict free or not. Therefore, it was not possible for us to determine whether any smelter connected with or benefitting the DRC Region supplier materials that were ultimately used in any of our Scoped Products.

3. Independent Private Sector Audit

An independent private sector audit of the due diligence framework conducted by us is not required for this CMR.

4. Risk Mitigation/Future Due Diligence Measures

To increase efficiency and effectiveness, during this reporting period we used a third-party data gathering and management tools to track and manage the responses provided to our subsidiaries. Assent conducted the RCOI and required due diligence. Only a relatively small number of our products are Scoped Products, and the exact number of Scoped Products may increase or decrease each year. As has been historically demonstrated since the 2013 reporting period, gathering and consolidating meaningful, relevant information from suppliers remains difficult and cumbersome. A recurring issue that we continue to attempt to mitigate is that many suppliers are overburdened with the type, detail and number of related inquiries. As a result, they continue to provide general, “company-wide” responses to specific inquiries (i.e., they provide responses that cover all their products combined, rather than specific responses for the specific products sold to our subsidiaries). Consequently, these suppliers are often reluctant or unable to address specific questions about smelters related to a particular product that our subsidiaries purchased from them. For these suppliers, many of which are distributors and not manufacturers of materials we purchase, sufficiently specific to enable us to identify whether any one or more of the materials they supplied to us contains 3TG Minerals sourced from a smelter in or benefitting the DRC Region. In effect, these suppliers “over report” the existence of 3TG Minerals sourced from a smelter in or benefitting the DRC Region and often identify smelters that may have no connection to direct raw materials we purchased. We have no choice, but to identify in our report all smelters our Relevant Suppliers provide to us to the extent they do not provide us with a list specific to our Scoped Products. We have confirmed that no Relevant Suppliers has, in fact, provided us with a list of smelters specific to our Scoped Products. We continue to work with Assent, our Relevant Suppliers and purchasing representatives from our subsidiaries to help facilitate improvements in our suppliers’ responses. However, in some instances these suppliers are not located within the United States and may feel U.S. law does not apply to them, are not manufacturers, deal with hundreds of suppliers and manufacturers themselves, and/or are unfamiliar with the reporting obligations of U.S. publicly traded companies.

Part II. Information Known Regarding Chain of Custody of Scoped Products

As a result of the due diligence conducted on the Scoped Products as described in Part I, the following relevant information is provided:

A. 3TG Minerals: Tin, Tantalum, Tungsten, and Gold were all identified by Relevant Suppliers.

B. Smelters and Origin: Smelters Identified by Relevant Suppliers. ¹