Campbell’s Company (NYSE: CPB) issues $550,000,000 4.550% notes due 2031
Rhea-AI Filing Summary
The Campbell’s Company priced an offering of $550,000,000 aggregate principal amount of senior unsecured notes bearing a fixed interest rate of 4.550% per year and maturing on March 21, 2031. These Notes were offered and sold through an underwriting syndicate led by Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC.
The Notes were issued under Campbell’s automatic shelf registration statement on Form S-3 and a long-standing indenture first dated March 19, 2015, as supplemented on August 17, 2023. The company also filed related underwriting, indenture, note form, and legal opinion exhibits to support this debt issuance.
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Insights
Campbell’s adds $550,000,000 in fixed-rate debt maturing in 2031.
The Campbell’s Company has issued $550,000,000 of senior unsecured notes with a fixed 4.550% annual interest rate, due March 21, 2031. Issuing long-term notes of this size increases total debt and locks in borrowing costs at a known rate for several years.
The Notes are senior unsecured obligations, which means they are not backed by specific collateral and rank ahead of any subordinated debt. They were sold through a large underwriting syndicate under an existing automatic shelf registration statement, indicating the company is using an established debt issuance framework.
The Notes are governed by an indenture originally dated March 19, 2015 and a First Supplemental Indenture dated August 17, 2023, which together define key rights and protections for noteholders. Future filings that include overall debt balances, interest expense, or covenant details will help show how this new series fits into Campbell’s broader capital structure.
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SECURITIES AND EXCHANGE COMMISSION
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Item 8.01 Other Information.
On December 11, 2025, The Campbell’s Company (“Campbell’s” or the “Company”) priced an offering of $550,000,000 aggregate principal amount of senior unsecured notes bearing interest at a fixed rate of 4.550% per annum, due March 21, 2031 (the “Notes”).
The Notes were offered and sold pursuant to an Underwriting Agreement dated December 11, 2025 (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. 333-274048) filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2023. Campbell’s has filed with the SEC a prospectus supplement, dated December 11, 2025, together with the accompanying prospectus dated August 17, 2023, relating to the offering and sale of the Notes. The Notes were issued on December 15, 2025 pursuant to an indenture dated as of March 19, 2015 (the “Original Indenture”) by and between the Company and Computershare Trust Company, N.A. (as successor in interest to Wells Fargo Bank, National Association, as retiring trustee), as amended and supplemented by the First Supplemental Indenture, dated as of August 17, 2023 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”) among the Company, Computershare Trust Company, N.A. (as successor in interest to Wells Fargo Bank, National Association, as retiring trustee), and U.S. Bank Trust Company, National Association, as successor trustee for any series of debt securities issued in the future.
The above description of the Underwriting Agreement 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 (or incorporated by reference as an exhibit 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 December 11, 2025 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 March 19, 2015, between Campbell’s and Wells Fargo Bank, National Association, as trustee, is incorporated by reference to Campbell’s Current Report on Form 8-K (SEC file number 1-03822) filed with the SEC on March 19, 2015. | |
| 4.2 | First Supplemental Indenture, dated as of August 17, 2023, between Campbell’s, Computershare Trust Company, N.A. (as successor in interest to Wells Fargo Bank, National Association, as retiring trustee), and U.S. Bank Trust Company, National Association, as successor trustee, is incorporated by reference to Exhibit 4.3 to Campbell’s Registration Statement on Form S-3 (SEC file number 333-274048) filed with the SEC on August 17, 2023. | |
| 4.3 | Form of Note. | |
| 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: December 15, 2025 | ||||||
| By: | /s/ Todd E. Cunfer | |||||
| Name: Todd E. Cunfer | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
FAQ
What did The Campbell’s Company (CPB) announce in this disclosure?
The Campbell’s Company announced that it priced an offering of $550,000,000 aggregate principal amount of senior unsecured notes bearing interest at 4.550% per annum, due March 21, 2031.
What are the key terms of Campbell’s (CPB) new senior unsecured notes?
The Notes have an aggregate principal amount of $550,000,000, carry a fixed interest rate of 4.550% per year, and mature on March 21, 2031.
Under what program were the new Campbell’s (CPB) notes issued?
The Notes were issued under Campbell’s automatic shelf registration statement on Form S-3 (Registration No. 333-274048), with a prospectus dated August 17, 2023 and a prospectus supplement dated December 11, 2025.
Who underwrote The Campbell’s Company (CPB) $550,000,000 notes offering?
The Notes were offered and sold under an Underwriting Agreement among Campbell’s and a syndicate led by Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC.
When were Campbell’s (CPB) new notes issued and under which indenture?
The Notes were issued on December 15, 2025 under an indenture dated March 19, 2015, as amended by a First Supplemental Indenture dated August 17, 2023.
What supporting documents did Campbell’s (CPB) file for this notes offering?
Campbell’s filed the Underwriting Agreement, the Indenture, the First Supplemental Indenture, the form of Note, and related legal opinions and consents as exhibits.
