UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number 001-41943
Amer Sports, Inc.
(Translation of registrant’s name into
English)
Cricket Square, Hutchins Drive,
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
FORM
20-F x FORM 40-F ¨
EXPLANATORY NOTE
On March 4, 2026, Amer Sports,
Inc. (the “Company”) completed the previously announced underwritten public offering (the “Offering”) of 23,695,055
ordinary shares of the Company, par value EUR 0.0300580119630888 per share (the “Ordinary Shares”), including 3,090,659 Ordinary
Shares issued pursuant to the exercise of the Underwriters’ (as defined below) option to purchase additional shares. The Offering
was pursuant to an automatically effective shelf registration statement on Form F-3 filed with the Securities and Exchange Commission
on March 7, 2025.
In connection with the Offering, the Company entered
into an underwriting agreement, dated as of March 2, 2026 (the “Underwriting Agreement”), by and among the Company and BofA
Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”).
The description of the Underwriting Agreement does not purport to be a complete summary of and is subject to and qualified in its entirety
by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The
Company intends to use the net proceeds it receives from the Offering to redeem the 6.750% Senior
Secured Notes due February 16, 2031 (the “Notes”) issued by Amer Sports Company, the Company’s wholly-owned
subsidiary, and to pay related premiums, fees and expenses. On March 4, 2026, the Company issued a notice of redemption for the $720
million aggregate principal amount outstanding of the Notes. The redemption date for the Notes will be March 16, 2026 (the
“Redemption Date”). The Notes will be redeemed at a redemption price equal to the principal amount of the Notes plus the Applicable Premium (as defined in the indenture for the Notes), plus accrued and unpaid interest to, but
excluding, the Redemption Date. The foregoing does not constitute a notice of redemption for the Notes.
This
Report on Form 6-K, including Exhibit 5.1 hereto, shall be deemed to be incorporated by reference into the registration statement on
Form F-3 (File No. 333-285651).
EXHIBIT INDEX
The following exhibits are furnished as part of
this Report on Form 6-K:
Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated as of March 2, 2026, by and among the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters. |
| 5.1 |
|
Opinion of Conyers Dill & Pearman, Cayman counsel to Amer Sports, Inc. |
| 23.1 |
|
Consent of Conyers Dill & Pearman, Cayman counsel to Amer Sports, Inc. (included in Exhibit 5.1). |
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 undersigned hereunto duly authorized.
| |
Amer Sports, Inc. |
| |
|
|
| |
By: |
/s/ Andrew E. Page |
| |
Name: |
Andrew E. Page |
| |
Title: |
Chief Financial Officer |
Date: March 4, 2026