US$1.0B Nutrien (NYSE: NTR) senior notes to refinance debt
Rhea-AI Filing Summary
Nutrien Ltd. is issuing an aggregate of US$1.0 billion in senior notes, split between US$500 million of 4.850% notes due May 29, 2031 and US$500 million of 5.350% notes due May 29, 2036. The unsecured notes will rank equally with Nutrien’s existing senior unsecured debt and the offering is expected to close on or about May 29, 2026, subject to customary conditions.
Nutrien plans to use the net proceeds to repay its US$500 million 4.000% senior notes maturing December 15, 2026, reduce outstanding short‑term credit facility borrowings, finance working capital and for general corporate purposes.
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Insights
Nutrien prices US$1.0B in new notes mainly to refinance debt.
Nutrien is issuing US$1.0 billion of unsecured senior notes in two tranches: US$500 million at 4.850% due 2031 and US$500 million at 5.350% due 2036. These notes rank equally with existing senior unsecured obligations.
Proceeds are earmarked to repay US$500 million of 4.000% notes maturing December 15, 2026, reduce short‑term credit facility debt, support working capital and general corporate purposes. This mix points to both refinancing and terming‑out of portions of the debt stack.
The offering is expected to close on or about May 29, 2026, subject to customary conditions. Future filings may detail the resulting debt maturity profile and remaining short‑term borrowings, which will help assess interest cost and balance‑sheet flexibility.
Key Figures
Key Terms
senior notes financial
prospectus supplement regulatory
short form base shelf prospectus regulatory
multijurisdictional disclosure system regulatory
forward-looking statements regulatory
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 May, 2026
Commission File Number: 001-38336
NUTRIEN LTD.
(Name of registrant)
Suite 1700, 211 19th Street East
Saskatoon, Saskatchewan, Canada
S7K 5R6
(Address of principal executive office)
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 ☐ Form 40-F ☒
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.
| NUTRIEN LTD. | ||||||
| Date: May 26, 2026 | By: | /s/ Noralee Bradley | ||||
| Name: | Noralee Bradley | |||||
| Title: | Executive Vice President, External Affairs, Chief Legal Officer and Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | News Release dated May 26, 2026 | |
Exhibit 99.1
|
News Release |
NYSE, TSX: NTR
May 26, 2026
Nutrien Prices Offering of an Aggregate of
US$1.0 Billion of 5-Year and 10-Year Senior Notes
SASKATOON, Saskatchewan – Nutrien Ltd. (TSX and NYSE: NTR) today announced the pricing of US$500 million aggregate principal amount of 4.850 percent senior notes due May 29, 2031 and US$500 million aggregate principal amount of 5.350 percent senior notes due May 29, 2036 (together, the “senior notes”). The offering is expected to close on or about May 29, 2026, subject to customary closing conditions.
Nutrien intends to use the net proceeds from this offering to repay its US$500 million aggregate principal amount of 4.000% senior notes upon their maturity on December 15, 2026, to reduce outstanding indebtedness under its short-term credit facilities, to finance working capital and for general corporate purposes. The senior notes will be unsecured and rank equally with Nutrien’s existing senior unsecured debt. The joint book-running managers for the offering are CIBC World Markets Corp., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Scotia Capital (USA) Inc.
The offering will be made by way of a prospectus supplement dated May 26, 2026, to Nutrien’s short form base shelf prospectus dated March 30, 2026, filed with the securities regulatory authorities in each of the provinces of Canada, which forms a part of and is included in Nutrien’s registration statement on Form F-10, filed in the United States with the Securities and Exchange Commission (the “SEC”) under the multijurisdictional disclosure system in Canada and the United States. The senior notes will not be offered or sold in Canada or to residents of Canada pursuant to the prospectus supplement, but may be offered and sold in, or to residents of, certain provinces of Canada pursuant to an exemption from the prospectus requirements under Canadian securities laws. A final prospectus supplement in respect of the offering of the senior notes will be filed with the securities regulatory authorities in Canada and the SEC.
About Nutrien
Nutrien is a leading global provider of crop inputs and services. We operate a world-class network of production, distribution and ag retail facilities that positions us to efficiently serve the needs of growers. We focus on creating long-term value by prioritizing investments that strengthen the advantages of our business across the ag value chain and by maintaining access to the resources and the relationships with stakeholders needed to achieve our goals.
Advisory
The senior notes are being offered in the United States pursuant to an effective registration statement (including a base shelf prospectus) filed with the SEC. Nutrien has filed a preliminary prospectus supplement related to the offering of the senior notes. Before you invest, you should
read the preliminary prospectus supplement, the accompanying base shelf prospectus and other documents that are incorporated by reference therein for more complete information about Nutrien and this offering.
The preliminary prospectus supplement and the accompanying base shelf prospectus are available for free on the SEC website at www.sec.gov. Alternatively, the documents may be obtained by contacting CIBC World Markets Corp., 300 Madison Avenue, 8th Floor, New York, NY 10017, Attention: Execution Management, by email at DLCIBCUSEMG@cibc.com or by telephone at +1-800-282-0822 ;J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com or by telephone at +1-212-834-4533; Morgan Stanley & Co. LLC, 180 Varick Street, New York, NY 10014, Attention: Prospectus Department, by email at prospectus@morganstanley.com or by telephone at +1-866-718-1649, and Scotia Capital (USA) Inc., 250 Vesey Street, New York, NY 10281, Attention: Debt Capital Markets, by telephone at +1-800-372-3930.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the senior notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Forward-Looking Statements
Certain statements and other information included in this press release constitute “forward-looking information” or “forward-looking statements” (collectively, “forward-looking statements”) under applicable securities laws (such statements are often accompanied by words such as “should”, “could”, “expect”, “may”, “anticipate”, “forecast”, “believe”, “intend”, “estimate”, “plan” or other similar words). All statements in this press release, other than those relating to historical information or current conditions, are forward-looking statements, including, but not limited to, forecasts and statements as to management’s expectations with respect to, among other things, the intended use of proceeds of the offering and the timing of closing of the offering. Such forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond our control, as well as various assumptions and business sensitivities, including those risk factors referred to in the preliminary prospectus supplement referenced in this press release and those referred to under the heading “Risk factors” in Nutrien’s annual information form for the year ended December 31, 2025 and under the heading “Key enterprise risks” in Nutrien’s management’s discussion and analysis for the year ended December 31, 2025, which may cause actual results, performance or achievements of Nutrien, which includes the offering being delayed or not completed, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Nutrien disclaims any intention or obligation to update or revise any forward-looking statements in this press release as a result of new information or future events, except as may be required under applicable Canadian securities legislation or applicable U.S. federal securities law. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. All of the forward-looking statements contained herein are qualified by these cautionary statements and by the assumptions that are stated or inherent in such forward-looking statements. Although we believe these assumptions are reasonable, undue reliance should not be placed on these assumptions and such forward-looking statements.
FOR FURTHER INFORMATION:
Investor Contact
Jeff Holzman
Senior Vice President, Investor Relations and FP&A
(306) 933 8545 – investors@nutrien.com
Media Contact
Simon Scott
Vice President, Global Communications
(403) 225 7213 – media@nutrien.com