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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2025 (November 3, 2025)
COLGATE-PALMOLIVE
COMPANY
(Exact name of registrant as specified in its charter)
| Delaware |
|
1-644 |
|
13-1815595 |
| (State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
| |
|
|
|
|
| 300 Park Avenue, New York, NY |
|
10022 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code (212) 310-2000
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
Securities 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange
on which registered |
| Common Stock, $1.00 par value |
CL |
New York Stock Exchange |
| 0.500% Notes due 2026 |
CL26 |
New York Stock Exchange |
| 0.300% Notes due 2029 |
CL29 |
New York Stock Exchange |
| 1.375% Notes due 2034 |
CL34 |
New York Stock Exchange |
| 0.875% Notes due 2039 |
CL39 |
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 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
On November 3, 2025, Colgate-Palmolive
Company (the “Company”) executed an underwriting agreement (the “Underwriting Agreement”) with Barclays Bank PLC
and Banco Bilbao Vizcaya Argentaria, S.A., as representatives of the several underwriters named therein (the “Underwriters”)
with regard to the issuance and sale by the Company of €600,000,000 aggregate principal amount of its 3.250% Senior Notes due 2035
(the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It
also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities.
The public offering of the Notes was
made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-275201), filed with the
Securities and Exchange Commission (the “SEC”) on October 27, 2023. On November 5, 2025, the Company filed with
the SEC a Prospectus Supplement, dated November 3, 2025 (the “Prospectus Supplement”), in connection with the public
offering of the Notes.
The Notes were issued on November 10,
2025 under an Indenture (“Indenture”), dated as of November 15, 1992, between the Company and The Bank of New York Mellon
(formerly known as The Bank of New York), as trustee.
The Underwriting Agreement, the Indenture
and the form of the Notes are filed hereto as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated
herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
| (d) |
Exhibits. The following exhibits are filed with this document: |
| Exhibit Number |
Description |
| 1.1 |
Underwriting Agreement, dated November 3, 2025, by and among Colgate-Palmolive Company, Barclays Bank PLC and Banco Bilbao Vizcaya Argentaria, S.A. |
| |
|
| 4.1 |
Indenture, dated as of November 15, 1992, between Colgate-Palmolive Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 Registration Statement and Post-Effective Amendment No. 1 filed on June 26, 1992, Registration No. 33-48840) |
| |
|
| 4.2 |
Form of 3.250% Senior Notes due 2035 |
| |
|
| 5.1 |
Opinion of Hogan Lovells US LLP |
| |
|
| 23.1 |
Consent of Hogan Lovells US LLP (included in Exhibit 5.1) |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline eXtensible Business Reporting Language (Inline XBRL) document) |
SIGNATURE
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.
| |
COLGATE-PALMOLIVE
COMPANY |
| |
|
| Date: November 10,
2025 |
By: |
/s/
Stanley J. Sutula III |
| |
Name: |
Stanley J. Sutula III |
| |
Title: |
Chief Financial Officer |
