| Item 1.01. |
Entry into a Material Definitive Agreement. |
On March 12, 2026, Hasbro, Inc. (the “Company”) completed a registered public offering (the “Notes Offering”) of $400,000,000 aggregate principal amount of 4.650% notes due 2031 (the “Notes”), pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-279146) (the “Registration Statement”). The Notes were issued pursuant to the indenture (the “Base Indenture”), dated as of March 15, 2000, between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor trustee to The Bank of Nova Scotia Trust Company of New York), as the original trustee (the “Original Trustee”), as supplemented by an eighth supplemental indenture (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of March 12, 2026, among the Company, the Original Trustee and U.S. Bank Trust Company, National Association, as series trustee.
The Notes are senior unsecured debt obligations of the Company, mature on March 12, 2031 and bear interest at a rate of 4.650% per annum. Prior to February 12, 2031 (the “Par Call Date”), the Company may redeem the Notes at the Company’s option, in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Eighth Supplemental Indenture), plus 15 basis points less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date.
In addition, on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date.
If the Company experiences a Change of Control Repurchase Event (defined in the Eighth Supplemental Indenture as a change of control combined with a below investment grade rating event), it will be required, unless it has exercised its right to redeem the Notes, to offer to purchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest thereon to the date of purchase.
The Indenture also contains certain covenants restricting the Company’s ability in certain circumstances to incur secured debt and enter into sale-leaseback transactions, as well as certain customary events of default.
The preceding descriptions of the Base Indenture, the Eighth Supplemental Indenture and the Notes are qualified in their entirety by reference to the full text of the Base Indenture, which is filed as Exhibit 4.1, the Eighth Supplemental Indenture, which is filed as Exhibit 4.2, and the Form of Note, which is filed as Exhibit 4.3, each of which is incorporated herein by reference.
In connection with the issuance of the Notes, the legal opinion of Tarrant Sibley, Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company is filed as Exhibit 5.1, and the legal opinion of Cravath, Swaine & Moore LLP is filed as Exhibit 5.2.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement (the “Underwriting Agreement”), dated March 5, 2026, with BofA Securities, Inc., J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
