[8-K] BERKSHIRE HATHAWAY INC Reports Material Event

Rhea-AI Filing Summary

Berkshire Hathaway Inc. reported that on November 20, 2025 it issued multiple yen-denominated senior notes under its Form S-3 shelf registration. The company sold ¥123,700,000,000 aggregate principal amount of 1.510% Senior Notes due 2028, ¥53,300,000,000 of 1.826% Senior Notes due 2030, ¥26,100,000,000 of 2.422% Senior Notes due 2035 and ¥7,000,000,000 of 2.810% Senior Notes due 2040. The notes were issued under an existing Indenture dated January 31, 2025 and were sold pursuant to an underwriting agreement with Mizuho Securities USA LLC and Merrill Lynch International. Detailed terms are provided in a November 14, 2025 prospectus supplement and the related base prospectus, which are incorporated by reference.

Insights

Corporate Finance Analyst

Berkshire issues ¥210.1 billion of long-dated yen notes, modestly increasing leverage while locking in fixed funding across several maturities.

Berkshire issued four tranches of senior unsecured notes totaling ¥210,100,000,000, with fixed coupons from 1.510% to 2.810% and maturities from 2028 to 2040. All notes were issued off an existing shelf registration on Form S-3 and sold under an underwriting agreement with Mizuho Securities USA LLC and Merrill Lynch International. The notes rank as standard senior debt under an existing Indenture dated January 31, 2025, with specific terms for each series set out in separate officers’ certificates.

This filing signals incremental use of the company’s capacity to access the yen debt market on fixed-rate terms but does not describe the intended use of proceeds. The new notes add long-term obligations and future interest payments, but the coupons are relatively low for unsecured, long-dated debt, which may be operationally favorable if cash flows comfortably cover service. Key documents to watch are the prospectus supplement dated November 14, 2025 and the officers’ certificates (Exhibits 4.2–4.5), which detail covenants, redemption terms, and other creditor protections over the life of these notes.

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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) November 20, 2025

BERKSHIRE HATHAWAY INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE		001-14905		47-0813844
(STATE OR OTHER JURISDICTION OF INCORPORATION)		(COMMISSION FILE NUMBER)		(I.R.S. EMPLOYER IDENTIFICATION NO.)

3555 Farnam Street Omaha, Nebraska		68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

(402) 346-1400

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

(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 (see General Instruction A.2. below):

☐ 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-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Class A Common Stock		BRK.A		New York Stock Exchange
Class B Common Stock		BRK.B		New York Stock Exchange
1.125% Senior Notes due 2027		BRK27		New York Stock Exchange
1.625% Senior Notes due 2035		BRK35		New York Stock Exchange
2.150% Senior Notes due 2028		BRK28		New York Stock Exchange
2.375% Senior Notes due 2039		BRK39		New York Stock Exchange
2.625% Senior Notes due 2059		BRK59		New York Stock Exchange
0.500% Senior Notes due 2041		BRK41		New York Stock Exchange
1.500% Senior Notes due 2030		BRK30		New York Stock Exchange
2.000% Senior Notes due 2034		BRK34		New York Stock Exchange

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 (§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 8.01 Other Events.

On November 20, 2025, Berkshire Hathaway Inc. (“Berkshire”) issued (i) ¥123,700,000,000 aggregate principal amount of its 1.510% Senior Notes due 2028, (ii) ¥53,300,000,000 aggregate principal amount of its 1.826% Senior Notes due 2030, (iii) ¥26,100,000,000 aggregate principal amount of its 2.422% Senior Notes due 2035 and (iv) ¥7,000,000,000 aggregate principal amount of its 2.810% Senior Notes due 2040 ((i) through (iv) collectively, the “Notes”) under a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 31, 2025 (Registration No. 333-284622) (the “Registration Statement”). The Notes were sold pursuant to an underwriting agreement entered into on November 14, 2025, by and among (a) Berkshire and (b) Mizuho Securities USA LLC and Merrill Lynch International.

The Notes were issued under an Indenture, dated as of January 31, 2025, by and among Berkshire, Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (the “Indenture”) and (i) an officers’ certificate dated as of November 20, 2025 by Berkshire with respect to its 1.510% Senior Notes due 2028 (the “2028 Notes Officers’ Certificate”), (ii) an officers’ certificate dated as of November 20, 2025 by Berkshire with respect to its 1.826% Senior Notes due 2030 (the “2030 Notes Officers’ Certificate”), (iii) an officers’ certificate dated as of November 20, 2025 by Berkshire with respect to its 2.422% Senior Notes due 2035 (the “2035 Notes Officers’ Certificate”) and (iv) an officers’ certificate dated as of November 20, 2025 by Berkshire with respect to its 2.810% Senior Notes due 2040 (the “2040 Notes Officers’ Certificate”) ((i) through (iv) collectively, the “Officers’ Certificates”).

The relevant terms of the Notes and the Indenture are further described under the caption “Description of the Notes” in the prospectus supplement relating to the Notes, dated November 14, 2025, filed with the Commission by Berkshire on November 18, 2025, pursuant to Rule 424(b)(5) under the Securities Act and in the section entitled “Description of the Debt Securities” in the base prospectus relating to debt securities of Berkshire, dated January 31, 2025, included in the Registration Statement, which descriptions are incorporated herein by reference.

A copy of the Indenture is set forth in Exhibit 4.1 of the Registration Statement and is incorporated herein by reference. A copy of the 2028 Notes Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the 2030 Notes Officers’ Certificate is attached hereto as Exhibit 4.3 and is incorporated herein by reference. A copy of the 2035 Notes Officers’ Certificate is attached hereto as Exhibit 4.4 and is incorporated herein by reference. A copy of the 2040 Notes Officers’ Certificate is attached hereto as Exhibit 4.5 and is incorporated herein by reference. The descriptions of the Indenture, the Officers’ Certificates and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officers’ Certificates and the Notes, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1		Underwriting Agreement, dated November 14, 2025, by and among (a) Berkshire Hathaway Inc. and (b) Mizuho Securities USA LLC and Merrill Lynch International.
4.1		Indenture, dated as of January 31, 2025, by and among Berkshire Hathaway Inc., Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.1 of Berkshire Hathaway Inc.’s Registration Statement on Form S-3 (Registration No. 333-284622) filed with the Commission on January 31, 2025).
4.2		Officers’ Certificate of Berkshire Hathaway Inc., dated as of November 20, 2025, including the form of Berkshire Hathaway Inc.’s 1.510% Senior Notes due 2028.
4.3		Officers’ Certificate of Berkshire Hathaway Inc., dated as of November 20, 2025, including the form of Berkshire Hathaway Inc.’s 1.826% Senior Notes due 2030.
4.4		Officers’ Certificate of Berkshire Hathaway Inc., dated as of November 20, 2025, including the form of Berkshire Hathaway Inc.’s 2.422% Senior Notes due 2035.
4.5		Officers’ Certificate of Berkshire Hathaway Inc., dated as of November 20, 2025, including the form of Berkshire Hathaway Inc.’s 2.810% Senior Notes due 2040.
5.1		Opinion of Baker & McKenzie LLP, dated November 20, 2025, with respect to the Notes.
23.1		Consent of Baker & McKenzie LLP (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.

November 20, 2025						BERKSHIRE HATHAWAY INC.
						/s/ Marc D. Hamburg
						By: Marc D. Hamburg
						Senior Vice President and Chief Financial Officer

FAQ

What did Berkshire Hathaway (BRK) announce in this 8-K filing?

Berkshire Hathaway announced the issuance of yen-denominated senior notes in four tranches, with maturities in 2028, 2030, 2035 and 2040, under its existing Form S-3 shelf registration.

What are the key terms of Berkshire Hathaways 1.510% Senior Notes due 2028?

The 1.510% Senior Notes due 2028 have an aggregate principal amount of a5123,700,000,000 and bear interest at 1.510%, as described in the prospectus supplement and officers certificate.

What other yen notes did Berkshire Hathaway issue on November 20, 2025?

In addition to the 2028 notes, Berkshire issued a553,300,000,000 of 1.826% Senior Notes due 2030, a526,100,000,000 of 2.422% Senior Notes due 2035 and a57,000,000,000 of 2.810% Senior Notes due 2040.

Under what legal framework were these Berkshire Hathaway notes issued?

The notes were issued under an Indenture dated January 31, 2025 among Berkshire Hathaway Inc., Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A., and under a Form S-3 registration statement (No. 333-284622).

Who underwrote Berkshire Hathaways new yen-denominated senior notes?

The notes were sold pursuant to an underwriting agreement dated November 14, 2025 among Berkshire Hathaway Inc., Mizuho Securities USA LLC and Merrill Lynch International.

Where can investors find more detail on the terms of Berkshire Hathaways new notes?

Detailed terms are described in the November 14, 2025 prospectus supplement under Description of the Notes and in the Description of the Debt Securities section of the base prospectus included in the January 31, 2025 Form S-3 registration statement.

What exhibits are included with this Berkshire Hathaway 8-K related to the notes?

The exhibits include the underwriting agreement, the Indenture (by reference), four officers certificates for each note series, and a legal opinion and consent from Baker & McKenzie LLP regarding the notes.