Harrow (NASDAQ: HROW) prices $250.0M 8.625% senior unsecured notes due 2030

Rhea-AI Filing Summary

Harrow, Inc. disclosed that it has priced an offering of $250.0 million aggregate principal amount of its 8.625% senior unsecured notes due 2030 in a private transaction. The notes are being offered to qualified institutional buyers in the U.S. under Rule 144A and to certain non-U.S. investors in offshore transactions under Regulation S.

The company announced the pricing through a press release dated September 8, 2025, which is incorporated by reference as an exhibit. The disclosure emphasizes that this communication is not an offer or solicitation to buy or sell securities in any jurisdiction where such activity would be unlawful.

Insights

Credit & Capital Structure Analyst

Harrow prices $250.0M of 8.625% 2030 notes in a private deal.

Harrow, Inc. has priced $250.0 million of 8.625% senior unsecured notes due 2030 in a private offering to institutional and certain offshore investors. This adds a defined-cost, long-dated layer of unsecured debt to the company’s capital structure.

The notes are sold under Rule 144A and Regulation S, which limits initial buyers to qualified institutions and certain non-U.S. persons. The filing does not detail covenants, security, or intended use of proceeds, so the overall effect on leverage and flexibility depends on terms described outside this excerpt.

The pricing date is disclosed as September 8, 2025, and a press release (Exhibit 99.1) is incorporated by reference for further terms. Subsequent company communications may clarify how this debt fits into broader financing plans and any related refinancing or growth initiatives.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 8, 2025

HARROW, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-35814		45-0567010
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1A Burton Hills Blvd., Suite 200
Nashville, Tennessee		37215
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 733-4730

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class		Trading Symbol(s)		Name on exchange on which registered
Common Stock, $0.001 par value per share		HROW		The Nasdaq Stock Market LLC
8.625% Senior Notes due 2026		HROWL		The Nasdaq Stock Market LLC
11.875% Senior Notes due 2027		HROWM		The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Act of 1934: Emerging growth company ☐

If any 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 September 8, 2025, Harrow, Inc. (the “Company”) issued a press release announcing the pricing of its offering of $250.0 million aggregate principal amount of the Company’s 8.625% senior unsecured notes due 2030 in a private offering (the “Offering”) to persons reasonably believed to be “qualified institutional buyers” in the United States, as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.

A copy of the press release with respect to the pricing of the Offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein. This Current Report on Form 8-K shall not constitute an offer to sell, a solicitation of an offer to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits

(d)		Exhibits
99.1		Press Release of Harrow, Inc., dated as of September 8, 2025, announcing pricing of the Offering
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	HARROW, INC.
Dated: September 9, 2025	By:	/s/ Andrew R. Boll
		Andrew R. Boll
		President and Chief Financial Officer

FAQ

What financing did Harrow, Inc. (HROW) announce in this 8-K?

Harrow, Inc. announced the pricing of a private offering of $250.0 million aggregate principal amount of 8.625% senior unsecured notes due 2030. These notes are being sold to institutional and certain offshore investors under Rule 144A and Regulation S.

What are the terms of Harrow, Inc.’s new notes offering?

The company priced $250.0 million of 8.625% senior unsecured notes due 2030. The notes are unsecured obligations bearing a stated interest rate of 8.625% and mature in 2030, as described in a press release attached as Exhibit 99.1.

Who can purchase Harrow, Inc. (HROW) 8.625% notes due 2030?

The notes are being offered to persons reasonably believed to be qualified institutional buyers in the United States under Rule 144A and to certain non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act of 1933.

Is Harrow’s 8.625% notes due 2030 offering a public offering?

No. Harrow, Inc. is conducting a private offering of its 8.625% senior unsecured notes due 2030. The transaction relies on Rule 144A and Regulation S exemptions, and the company states the communication does not constitute an offer or solicitation in prohibited jurisdictions.

What exhibit did Harrow, Inc. file related to the 8.625% notes pricing?

Harrow, Inc. filed Exhibit 99.1, a press release dated September 8, 2025, announcing the pricing of the $250.0 million 8.625% senior unsecured notes due 2030. The company incorporates this press release by reference for additional details about the Offering.

Does Harrow, Inc. state this communication is an offer to sell securities?

No. The company explicitly states that this communication does not constitute an offer to sell or a solicitation to buy any securities. It adds that no offer or sale will occur where such activity would be unlawful under applicable securities laws.