Campbell's issues notes due April 5, 2057

U.S. Bank Trust Company, National Association is named as trustee under the indenture governing the notes.

Rhea-AI Filing Summary

The Campbell’s Company offered and sold its 500% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due April 5, 2057 under an underwriting agreement dated October 1, 2026. The notes were issued on October 5, 2026, under an indenture and first supplemental indenture. The company also filed a prospectus supplement dated October 1, 2026, relating to the offering.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Percentage in security title: 500% Note maturity: April 5, 2057 Note issue date: October 5, 2026 +1 more

4 metrics

Percentage in security title 500% Stated as part of the title of the Fixed-to-Fixed Reset Rate Junior Subordinated Notes.

Note maturity April 5, 2057 Maturity date in the notes’ title.

Note issue date October 5, 2026 Date the notes were issued.

Underwriting agreement date October 1, 2026 Date of the agreement for the notes offering.

Key Terms

Fixed-to-Fixed Reset Rate, Junior Subordinated Notes, automatic shelf registration statement, Base Indenture, +1 more

5 terms

Fixed-to-Fixed Reset Rate financial

"500% Fixed-to-Fixed Reset Rate Junior Subordinated Notes"

A fixed-to-fixed reset rate is a coupon structure where a security pays one fixed interest rate for an initial period and then switches at a scheduled reset date to a new fixed rate for the next period, often determined by prevailing market rates plus a set margin. Investors care because it combines predictable income between resets with the ability to adjust to changing interest-rate conditions, affecting yield, price sensitivity and income planning—think of swapping to a new preset thermostat setting at regular intervals.

Junior Subordinated Notes financial

"Fixed-to-Fixed Reset Rate Junior Subordinated Notes"

Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.

automatic shelf registration statement regulatory

"under Campbell’s’ automatic shelf registration statement"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

Base Indenture financial

"an indenture dated as of October 5, 2026 (the “Base Indenture”)"

First Supplemental Indenture financial

"the First Supplemental Indenture, dated as of October 5, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What notes did CPB issue, and when are they due?

The Campbell’s Company issued 500% Fixed-to-Fixed Reset Rate Junior Subordinated Notes on October 5, 2026. The notes are due April 5, 2057.

Who is the trustee for CPB’s 2057 notes?

U.S. Bank Trust Company, National Association is named as trustee under the indenture.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/05/2026 - 04:09 PM Accepted by SEC EDGAR 10/05/2026 - 04:08 PM Learn about SEC filing dates

CAMPBELL'S Co New Jersey <span data-hint="Entity false 0000016732 0000016732 2026-10-01 2026-10-01

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):

October 1, 2026

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-4(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 (17 CFR §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 8.01 Other Information.

On October 1, 2026, The Campbell’s Company (“Campbell’s” or the “Company”) priced an offering of $300,000,000 aggregate principal amount of 8.500% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due April 5, 2057 (the “Notes”).

The Notes were offered and sold pursuant to an Underwriting Agreement dated October 1, 2026 (the “Underwriting Agreement”) among Campbell’s and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC as representatives of the several underwriters named therein, under Campbell’s’ automatic shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-298306) filed with the Securities and Exchange Commission (the “SEC”) on August 13, 2026. Campbell’s has filed with the SEC a prospectus supplement, dated October 1, 2026, together with the accompanying prospectus dated August 13, 2026, relating to the offering and sale of the Notes.

The Notes were issued on October 5, 2026, pursuant to an indenture dated as of October 5, 2026 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 5, 2026 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The above description of the Underwriting Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the form of the Notes, each of which is incorporated by reference into the Registration Statement. The Underwriting Agreement, the Indenture, the First Supplemental Indenture, and the form of the Notes are attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1*		Underwriting Agreement dated October 1, 2026 among Campbell’s and Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC, as representatives of the several underwriters named therein.
4.1		Indenture dated as of October 5, 2026, between Campbell’s and U.S. Bank Trust Company, National Association, as trustee.
4.2		First Supplemental Indenture, dated as of October 5, 2026, between Campbell’s and U.S. Bank Trust Company, National Association, as trustee.
4.3		Form of 2057 Note (included in Exhibit 4.2 hereto).
5.1		Opinion of Marci K. Donnelly – Vice President and Deputy Corporate Secretary.
5.2		Opinion of Weil, Gotshal & Manges LLP.
23.1		Consent of Marci K. Donnelly – Vice President and Deputy Corporate Secretary (included in Exhibit 5.1 hereto).
23.2		Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.2 hereto).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

* Schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished supplementally to the SEC upon request.

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.

		THE CAMPBELL’S COMPANY
Date: October 5, 2026
		By:		/s/ Todd E. Cunfer
				Name:		Todd E. Cunfer
				Title:		Executive Vice President and Chief Financial Officer

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-1.1 EX-1.1 141.9 KB
• EX-4.1 EX-4.1 579.3 KB
• EX-4.2 EX-4.2 176.6 KB
• EX-5.1 EX-5.1 9.2 KB
• EX-5.2 EX-5.2 9.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB