8-K
CAMPBELL'S Co false 0000016732 0000016732 2025-08-05 2025-08-05
 
 

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

 

 

LOGO

THE CAMPBELL’S COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey   1-3822   21-0419870
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
 

(IRS Employer

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
Symbol(s)

 

Name of each exchange
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

Exhibit 10.1

EXTENSION AGREEMENT

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

under the Credit Agreement

referred to below

August 5th, 2025

Ladies and Gentlemen:

1. 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

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

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

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

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

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

as 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.,

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

(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

Lender

By:   /s/ Cindy Hwee
  Name:   Cindy Hwee
  Title:   Director

[Signature Page to Extension Agreement]


THE NORTHERN TRUST COMPANY, as

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]