Restructuring

9 Months Ended

Feb. 28, 2026

Restructuring and Related Activities [Abstract]

NOTE 3 — RESTRUCTURING

We record restructuring charges associated with management-approved restructuring plans to either reorganize one or more of our business segments, or to remove duplicative headcount and infrastructure associated with our businesses. Restructuring charges can include severance costs to eliminate a specified number of associates, infrastructure charges to vacate facilities and consolidate operations, contract cancellation costs and other costs. We record the short-term portion of our restructuring liability in other accrued liabilities and the long-term portion, if any, in other long-term liabilities in our Consolidated Balance Sheets.

Margin Achievement Plan 2025

In August 2022, we approved and announced our Margin Achievement Plan 2025 (“MAP 2025”), which was a multi-year restructuring plan designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix, pricing discipline and salesforce effectiveness and improving operating efficiency. On May 31, 2025, we formally concluded MAP 2025; however, certain projects identified prior to May 31, 2025, are not yet completed. As a result, we plan to continue recognizing restructuring costs throughout fiscal 2026.

The current total expected costs associated with this plan are outlined below and increased approximately $0.5 million compared to our prior quarter estimate, attributable to increases in expected facility closure and other related costs of $0.6 million and decreases in expected severance and benefit costs of $0.1 million. The total expected costs are subject to change as we complete these projects.

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment, as well as the total expected costs related to projects identified to date:


	Three Months Ended		Nine Months Ended		Cumulative Costs			Total Expected
(In thousands)	February 28, 2026		February 28, 2026		to Date			Costs
CPG Segment:
Severance and benefit costs	$	797	$	3,372	$	23,090		$	24,515
Facility closure and other related costs		932		2,816		5,194			8,555
Total Charges	$	1,729	$	6,188	$	28,284		$	33,070

PCG Segment:
Severance and benefit costs	$	63	$	3,638	$	13,976		$	13,976
Facility closure and other related costs		753		1,891		4,883			6,086
Other restructuring costs		-		-		7,092			7,092
Total Charges	$	816	$	5,529	$	25,951		$	27,154

Consumer Segment:
Severance and benefit costs	$	13	$	3,301	$	23,472		$	23,472
Facility closure and other related costs		384		1,269		4,745			4,745
Other restructuring costs		-		-		532			532
Total Charges	$	397	$	4,570	$	28,749		$	28,749

Corporate/Other:
Severance and benefit (credits)	$	-	$	-	$	(50	)	$	(50	)
Total Charges	$	-	$	-	$	(50	)	$	(50	)

Consolidated:
Severance and benefit costs	$	873	$	10,311	$	60,488		$	61,913
Facility closure and other related costs		2,069		5,976		14,822			19,386
Other restructuring costs		-		-		7,624			7,624
Total Charges	$	2,942	$	16,287	$	82,934		$	88,923

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment:


	Three Months Ended		Nine Months Ended
(In thousands)	February 28, 2025		February 28, 2025
CPG Segment:
Severance and benefit costs	$	759	$	2,587
Facility closure and other related costs		238		908
Total Charges	$	997	$	3,495

PCG Segment:
Severance and benefit costs	$	362	$	2,180
Facility closure and other related costs		205		1,688
Total Charges	$	567	$	3,868

Consumer Segment:
Severance and benefit costs	$	853	$	9,348
Facility closure and other related costs		1,039		1,504
Total Charges	$	1,892	$	10,852

Consolidated:
Severance and benefit costs	$	1,974	$	14,115
Facility closure and other related costs		1,482		4,100
Total Charges	$	3,456	$	18,215

A summary of the activity in the restructuring reserves related to MAP 2025 is as follows:


(in thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Total
Balance at November 30, 2025	$	12,289		$	-		$	12,289
Additions charged to expense		873			2,069			2,942
Cash payments charged against reserve		(4,680	)		(1,858	)		(6,538	)
Non-cash charges and other adjustments		197			-			197
Balance at February 28, 2026	$	8,679		$	211		$	8,890


(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Total
Balance at June 1, 2025	$	13,055		$	432		$	13,487
Additions charged to expense		10,311			5,976			16,287
Cash payments charged against reserve		(14,896	)		(6,154	)		(21,050	)
Non-cash charges and other adjustments		209			(43	)		166
Balance at February 28, 2026	$	8,679		$	211		$	8,890


(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Total
Balance at November 30, 2024	$	17,625		$	289		$	17,914
Additions charged to expense		1,974			1,482			3,456
Cash payments charged against reserve		(5,033	)		(1,759	)		(6,792	)
Non-cash charges and other adjustments		(383	)		-			(383	)
Balance at February 28, 2025	$	14,183		$	12		$	14,195


(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Total
Balance at June 1, 2024	$	17,351		$	18		$	17,369
Additions charged to expense		14,115			4,100			18,215
Cash payments charged against reserve		(16,436	)		(4,106	)		(20,542	)
Non-cash charges and other adjustments		(847	)		-			(847	)
Balance at February 28, 2025	$	14,183		$	12		$	14,195

2026 Restructuring Action

During the third quarter of fiscal 2026, RPM approved and announced selling, general and administrative ("SG&A") focused optimization actions in response to recent performance and market conditions. This is an acceleration of actions planned to be included as part of our next MAP initiative. The initial focus of the program is eliminating SG&A costs through the structural realignment and elimination of certain levels of management, as well as certain footprint rationalization initiatives. The objective of which is to align our resources with our strategic priorities and navigate the current economic environment.

The current total expected costs associated with this plan are outlined below. As we finalize our next multi-year MAP initiative, we will continue to identify improvement and cost savings opportunities, as well as establish the expected duration of the program. As such, the final implementation and total expected costs are subject to change.

As of February 28, 2026, we recorded a restructuring accrual of $7.9 million which relates to severance and benefit costs, net of cash payments made. The following is a summary of the charges recorded in connection with this program by reportable segment, as well as the total expected costs related to projects identified to date:


	Three Months Ended		Nine Months Ended		Cumulative Costs		Total Expected
(In thousands)	February 28, 2026		February 28, 2026		to Date		Costs
CPG Segment:
Severance and benefit costs	$	4,221	$	4,221	$	4,221	$	13,203
Facility closure and other related costs		217		217		217		217
Total Charges	$	4,438	$	4,438	$	4,438	$	13,420

PCG Segment:
Severance and benefit costs	$	4,595	$	4,595	$	4,595	$	5,172
Facility closure and other related costs		-		-		-		655
Total Charges	$	4,595	$	4,595	$	4,595	$	5,827

Consumer Segment:
Severance and benefit costs	$	5,595	$	5,595	$	5,595	$	7,454
Facility closure and other related costs		769		769		769		986
Total Charges	$	6,364	$	6,364	$	6,364	$	8,440

Corporate/Other:
Severance and benefit (credits)	$	1,516	$	1,516	$	1,516	$	1,516
Total Charges	$	1,516	$	1,516	$	1,516	$	1,516

Consolidated:
Severance and benefit costs	$	15,927	$	15,927	$	15,927	$	27,345
Facility closure and other related costs		986		986		986		1,858
Total Charges	$	16,913	$	16,913	$	16,913	$	29,203