8-K
CAMPBELL'S Co (CPB)
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):
August 5, 2025
THE CAMPBELL’S COMPANY
(Exact name of registrant as specified in its charter)
| New Jersey | 1-3822 | 21-0419870 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br> <br>Identification No.) |
| One Campbell Place | ||
| --- | ||
| Camden, New Jersey 08103-1799 | ||
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (856) 342-4800
Not Applicable
(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:
| ☐ | 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-(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Capital Stock, par value $.0375 | CPB | The Nasdaq Stock Market LLC |
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 (17 CFR §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
Effective August 5, 2025, The Campbell’s Company (the “Company”) entered into an Extension Agreement (the “Amendment”) to its $1.85 billion Five-Year Credit Agreement, dated as of April 16, 2024, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders named therein (the “Credit Agreement”). The Amendment extends the maturity date of the Credit Agreement by one year from April 16, 2029 to April 16, 2030. All other terms and conditions of the Credit Agreement remain in full force and effect. The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In the ordinary course of their respective businesses, one or more of the lenders under the Credit Agreement, as amended, or their affiliates, have or may have various relationships with the Company and the Company’s subsidiaries involving the provision of a variety of financial services, including cash management, commercial banking, investment banking, trust or agency, foreign exchange, advisory or other financial services, for which they received, or will receive, customary fees and expenses.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Extension Agreement, dated as of August 5, 2025, by and among The Campbell’s Company, the Eligible Subsidiaries party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders named therein. |
|---|---|
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE CAMPBELL’S COMPANY | ||
|---|---|---|
| (Registrant) | ||
| Date: August 5, 2025 | By: | /s/ Carrie L. Anderson |
| Carrie L. Anderson | ||
| Executive Vice President and Chief Financial Officer |
EX-10.1
Exhibit 10.1
EXTENSION AGREEMENT
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
under the Credit Agreement
referred to below
August 5^th^, 2025
Ladies and Gentlemen:
- At The Campbell’s Company’s (formerly known as Campbell Soup Company) request, pursuant to Section 2.01(b) of the Credit Agreement (as defined below), the undersigned hereby agrees to extend, effective as of the date hereof, the Termination Date under the Five-Year Credit Agreement, dated as of April 16, 2024, among The Campbell’s Company, the Eligible Subsidiaries referred to therein, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for one year from April 16, 2029 to April 16, 2030. Terms defined in the Credit Agreement are used herein with the same meaning.
This Extension Agreement shall be governed by and construed in accordance with the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
| JPMORGAN CHASE BANK, N.A., as<br><br><br>Lender and as Issuing Lender | ||
|---|---|---|
| By: | /s/ James Kyle O’Donnell | |
| Name: | James Kyle O’Donnell | |
| Title: | Vice President |
[Signature Page to Extension Agreement]
| BARCLAYS BANK PLC, as Lender and as<br><br><br>Issuing Lender | ||
|---|---|---|
| By: | /s/ Christopher M. Aitkin | |
| Name: | Christopher M. Aitkin | |
| Title: | Director |
[Signature Page to Extension Agreement]
| BNP PARIBAS, as Lender and as Issuing<br><br><br>Lender | ||
|---|---|---|
| By: | /s/ Alan Vitulich | |
| Name: | Alan Vitulich | |
| Title: | Director | |
| By: | /s/ Claudia Zarate | |
| Name: | Claudia Zarate | |
| Title: | Managing Director |
[Signature Page to Extension Agreement]
| Bank of America, N.A., as Lender and as<br><br><br>Issuing Lender | ||
|---|---|---|
| By: | /s/ Ryan Van Stedum | |
| Name: | Ryan Van Stedum | |
| Title: | Vice President |
[Signature Page to Extension Agreement]
| CITIBANK, N.A., as Lender | ||
|---|---|---|
| By: | /s/ Piyush Choudhary | |
| Name: | Piyush Choudhary | |
| Title: | Vice President |
[Signature Page to Extension Agreement]
| WELLS FARGO BANK, NATIONAL<br><br><br>ASSOCIATION as Lender | ||
|---|---|---|
| By: | /s/ Ryan Tegeler | |
| Name: | Ryan Tegeler | |
| Title: | Vice President |
[Signature Page to Extension Agreement]
| CoBank, ACB, as Lender | ||
|---|---|---|
| By: | /s/ Bentley Hodges | |
| Name: | Bentley Hodges | |
| Title: | Vice President |
[Signature Page to Extension Agreement]
| PNC Bank, National Association, as a Lender | ||
|---|---|---|
| By: | /s/ Meredith L. Jermann | |
| Name: | Meredith L. Jermann | |
| Title: | Vice President |
[Signature Page to Extension Agreement]
| UBS AG, STAMFORD BRANCH<br> <br>as<br>Lender | ||
|---|---|---|
| By: | /s/ Joselin Fernandes | |
| Name: | Joselin Fernandes | |
| Title: | Director | |
| By: | /s/ Massimo Ippolito | |
| Name: | Massimo Ippolito | |
| Title: | Associate Director |
[Signature Page to Extension Agreement]
| U.S. Bank National Association, as Lender | ||
|---|---|---|
| By: | /s/ Ismael Mendoza | |
| Name: | Ismael Mendoza | |
| Title: | Vice President |
[Signature Page to Extension Agreement]
| COÖPERATIEVE RABOBANK U.A.,<br><br><br>NEW YORK BRANCH, as Lender | ||
|---|---|---|
| By: | /s/ André Baladi | |
| Name: | André Baladi | |
| Title: | Managing Director | |
| By: | /s/ Irene Stephens | |
| Name: | Irene Stephens | |
| Title: | Executive Director |
[Signature Page to Extension Agreement]
| Manufacturers and Trader Trust Company<br><br><br>(M&T Bank), as Lender | ||
|---|---|---|
| By: | /s/ James King | |
| Name: | James King | |
| Title: | Senior Vice President |
[Signature Page to Extension Agreement]
| Sumitomo Mitsui Banking Corporation, as<br><br><br>Lender | ||
|---|---|---|
| By: | /s/ Cindy Hwee | |
| Name: | Cindy Hwee | |
| Title: | Director |
[Signature Page to Extension Agreement]
| THE NORTHERN TRUST COMPANY, as<br><br><br>Lender | ||
|---|---|---|
| By: | /s/ Andrew D. Holtz | |
| Name: | Andrew D. Holtz | |
| Title: | Senior Vice President |
[Signature Page to Extension Agreement]
| BMO Bank N.A., as Lender | ||
|---|---|---|
| By: | /s/ Ryan Howard | |
| Name: | Ryan Howard | |
| Title: | Assistant Vice President |
[Signature Page to Extension Agreement]
Agreed and accepted as of the date first written above:
| THE CAMPBELL’S COMPANY | ||
|---|---|---|
| By: | /s/ Atul Garg | |
| Name: | Atul Garg | |
| Title: | Senior Vice President and | |
| Treasurer | ||
| By: | /s/ Carrie L. Anderson | |
| --- | --- | --- |
| Name: | Carrie L. Anderson | |
| Title: | Executive Vice President and | |
| Chief Financial Officer |
[Signature Page to Extension Agreement]
| JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||
|---|---|---|
| By: | /s/ James Kyle O’Donnell | |
| Name: | James Kyle O’Donnell | |
| Title: | Vice President |
[Signature Page to Extension Agreement]