UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2026
Commission File Number: 001-35627
MANCHESTER UNITED PLC
(Translation of registrant’s name into English)
Old Trafford
Manchester M16 0RA
United Kingdom
(Address of principal executive offices)
Indicate by
check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F
o
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). o
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). o
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO
THE FOLLOWING REGISTRATION STATEMENTS OF THE REGISTRANT:
THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-282120) ORIGINALLY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON SEPTEMBER 13, 2024, AS AMENDED, AND THE REGISTRATION STATEMENT
ON FORM S-8 (NO. 333-183277) ORIGINALLY FILED WITH THE SEC ON AUGUST 13, 2012, AS AMENDED.
Information
Contained in this Report
Debt Private Placement
On June 10, 2026, Manchester United Football Club
Limited (the “Company”), an indirect wholly owned subsidiary of Manchester United plc (the “Registrant”), issued
$550,000,000 in aggregate principal amount of 5.36% Senior Secured Notes due June 10, 2031 (the “Notes”) pursuant to a note
purchase agreement (the “Note Purchase Agreement”), dated as of June 10, 2026, by and among the Company, certain of the Registrant’s
indirect wholly owned subsidiaries, as guarantors (collectively, the “Guarantors”), the purchasers party thereto, and the
Bank of New York Mellon, as paying agent.
The Notes are unconditionally guaranteed by the
Guarantors and are secured against certain assets of those entities. The Note Purchase Agreement contains financial and negative covenants
substantially similar to the Company’s existing 3.79% Senior Secured Notes due June 26, 2027 (the “2027 Notes”).
The Company may prepay all or a portion of the
Notes, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment,
upon notice to the holders, for 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment,
plus (subject to certain exceptions) a make-whole premium as set forth in the Note Purchase Agreement.
The Company intends to use the proceeds from the
sale of the Notes:
| · | to prepay the outstanding principal amount of the 2027 Notes, together with accrued and unpaid interest thereon and the applicable
make-whole premium, in accordance with the note purchase agreement governing the 2027 Notes; and |
| · | for general corporate purposes. |
The Notes were offered and sold pursuant to an
exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 506 of Regulation D promulgated thereunder. The Notes have not been registered under the Securities Act or applicable state
securities laws. Accordingly, the Notes may not be offered or sold in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.
Amendments to Term Facility Agreement and Revolving Facility Agreement
On June 10, 2026, Red Football Limited, an indirect
wholly owned subsidiary of the Registrant, entered into (i) a seventh amendment and restatement agreement with, among others, Bank of
America Europe Designated Activity Company, as agent and lender (the “Term Facility ARA”), relating to the existing term facility
agreement (the “Original Term Facility Agreement”) and (ii) a fourth amendment and restatement agreement with, among others,
Bank of America Europe Designated Activity Company, as agent (the “Revolving Facility ARA”), relating to the existing revolving
facility agreement (the “Original Revolving Facility Agreement”). The Term Facility ARA and the Revolving Facility ARA amend
and restate the Original Term Facility Agreement and the Original Revolving Facility Agreement (as applicable) to, among other things:
| · | align the Original Term Facility Agreement and the Original Revolving Facility Agreement with the applicable covenants, baskets and
financial covenant level set out in the Note Purchase Agreement and other corresponding changes as required to reflect the terms of the
Note Purchase Agreement; and |
| · | in the case of the Original Term Facility Agreement only, extend the maturity of the term facility from August 6, 2029 to June 10,
2031. |
Forward
Looking Statements
This Report of Foreign Private Issuer on Form 6-K
contains forward-looking statements. These forward-looking statements include, but are not limited to, statements about the prepayment
of the 2027 Notes, and are based on the current beliefs, expectations and assumptions of the Registrant’s management with respect
to future events and are subject to a number of significant risks and uncertainties. It is important to note that the Registrant’s
performance, and actual results, financial condition and business could differ materially from those expressed in such forward-looking
statements. All statements other than statements of historical fact are forward-looking statements. The words “may,” “might,”
“will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “seek,” “believe,” “estimate,” “predict,” “potential,”
“continue,” “contemplate,” “possible,” or the negative of these words, variations thereof or similar
expressions are intended to identify such forward-looking statements.
You should understand that forward-looking statements
are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Registrant
believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect
the Registrant’s actual financial results or results of operations and could otherwise cause actual results to differ materially
from those in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited
to, risks and uncertainties relating to the satisfaction of the conditions precedent to the consummation of the transactions described
herein, as well as the various factors discussed in the “Risk Factors” section and elsewhere in the Registrant’s Registration
Statement on Form F-1, as amended (File No. 333-182535), and in the Registrant’s Annual Report on Form 20-F (File No. 001-35627),
as supplemented by the risk factors contained in the Registrant’s other filings with the SEC. All forward-looking statements contained
herein are qualified by these cautionary statements. Except as required by law, the Registrant undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the
statements are made or to reflect the occurrence of unanticipated events. Except as required by law, the Registrant is not under any duty
to update any of the information contained herein.
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, thereunto duly authorized.
Date: June 12, 2026
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MANCHESTER UNITED PLC |
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By: |
/s/ Joel Glazer |
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Name: Joel Glazer |
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Title: Executive Co-Chairman |
