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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 10, 2026
3M COMPANY
(Exact Name of Registrant as Specified in
Its Charter)
| Delaware |
|
File No. 1-3285 |
|
41-0417775 |
| (State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| |
|
|
|
|
| 3M Center, St. Paul, Minnesota |
|
|
|
55144-1000 |
| (Address of Principal Executive Offices) |
|
|
|
(Zip Code) |
(Registrant’s Telephone Number, Including
Area Code) (651) 733-1110
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 (see General
Instruction A.2. below):
| ¨ | 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 |
| Common Stock, Par Value $.01 Per Share |
|
MMM |
|
New York Stock Exchange |
| |
|
MMM |
|
NYSE Texas, Inc. |
| 1.500% Notes due 2026 |
|
MMM26 |
|
New York Stock Exchange |
| 1.750% Notes due 2030 |
|
MMM30 |
|
New York Stock Exchange |
| 1.500% Notes due 2031 |
|
MMM31 |
|
New York Stock Exchange |
Note: The common stock of the Registrant is also
traded on the SIX Swiss Exchange.
Securities registered pursuant
to section 12(g) of the Act: None
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) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 Events
On September 3, 2026, 3M Company (the “Company”) entered
into an Underwriting Agreement with Deutsche Bank AG, London Branch, Merrill Lynch International, Citigroup Global Markets Limited and
J.P. Morgan Securities plc, as representatives of the several underwriters named therein (the “Underwriting Agreement”), relating
to the sale of €500,000,000 aggregate principal amount of the Company’s 3.500% Notes due 2028, €500,000,000 aggregate
principal amount of the Company’s 3.900% Notes due 2031 and €500,000,000 aggregate principal amount of the Company’s
4.100% Notes due 2034 (collectively, the “Notes”). The closing of the offering of Notes occurred on September 10, 2026.
The Notes were offered pursuant to the Company’s Registration
Statement on Form S-3 (file no. 333-293169), filed with the Securities and Exchange Commission (the “SEC”) on February 3,
2026, including the prospectus contained therein, a related preliminary prospectus supplement dated September 3, 2026 and a final
prospectus supplement dated September 3, 2026 (collectively, the “Registration Statement”). The Notes were issued pursuant
to an indenture dated as of November 17, 2000 (the “Base Indenture”), as supplemented by the First Supplemental Indenture
dated as of July 29, 2011 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated February 3,
2026 (the “Second Supplemental Indenture”, and together with the First Supplemental Indenture and the Base Indenture, the
“Indenture”), among the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee.
The Company intends to use the net proceeds from the sale of the Notes
for general corporate purposes, which may include the repayment, redemption or refinancing of indebtedness.
The foregoing summary of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1
hereto and incorporated by reference into this Item 8.01. The foregoing description of the Notes does not purport to be complete and is
qualified in its entirety by reference to the text of the Form of Global Note for the Company’s 3.500% Notes due 2028, Form of
Global Note for the Company’s 3.900% Notes due 2031 and Form of Global Note for the Company’s 4.100% Notes due 2034,
which are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and incorporated by reference into this Item
8.01.
A copy of the opinion of Freshfields US LLP, relating to the validity
of the Notes, is incorporated by reference into the Registration Statement and is filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated as of September 3, 2026, among the Company and the several underwriters named therein |
| 4.1 |
|
Form of Global Note for the Company’s 3.500% Notes due 2028 |
| 4.2 |
|
Form of Global Note for the Company’s 3.900% Notes due 2031 |
| 4.3 |
|
Form of Global Note for the Company’s 4.100% Notes due 2034 |
| 5.1 |
|
Opinion of Freshfields US LLP |
| 23.1 |
|
Consent of Freshfields US LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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.
| |
3M COMPANY |
| |
|
| |
By: |
/s/ Kevin H. Rhodes |
| |
|
Kevin H. Rhodes |
| |
|
Executive Vice President, Chief Legal Affairs Officer and Secretary |
Dated: September 10, 2026
