Nutrien prices US$1.0B 5- and 10-year notes

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.

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.

Insights

Corporate credit and capital structure analyst

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

Total senior notes offering: US$1.0 billion aggregate principal 2031 notes tranche: US$500 million at 4.850% 2036 notes tranche: US$500 million at 5.350% +2 more

5 metrics

Total senior notes offering US$1.0 billion aggregate principal New unsecured senior notes priced May 26, 2026

2031 notes tranche US$500 million at 4.850% Senior notes due May 29, 2031

2036 notes tranche US$500 million at 5.350% Senior notes due May 29, 2036

Existing notes to be repaid US$500 million at 4.000% Senior notes maturing December 15, 2026

Expected closing date On or about May 29, 2026 Closing of senior notes offering, subject to conditions

Key Terms

senior notes, prospectus supplement, short form base shelf prospectus, multijurisdictional disclosure system, +1 more

5 terms

senior notes financial

"Nutrien Prices Offering of an Aggregate of US$1.0 Billion of 5-Year and 10-Year Senior Notes"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

prospectus supplement regulatory

"The offering will be made by way of a prospectus supplement dated May 26, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

short form base shelf prospectus regulatory

"to Nutrien’s short form base shelf prospectus dated March 30, 2026"

A short form base shelf prospectus is a pre-approved, reusable document that lets a company register a pool of securities (like stocks or bonds) it can sell over time without repeating a full disclosure process each time. Think of it as a menu the company files once so it can quickly offer items from that menu later; investors care because it speeds up capital raises, can dilute existing holdings, and signals the company’s ability to access funding when needed.

multijurisdictional disclosure system regulatory

"under the multijurisdictional disclosure system in Canada and the United States"

A multijurisdictional disclosure system is a regulatory framework that lets a company file one set of official documents and have them accepted by regulators in multiple countries, rather than preparing separate filings for each place. For investors, it means faster, more consistent access to a company’s financial reports and material news across borders, reducing delays and making it easier to compare information the way a single, shared form simplifies multiple applications.

forward-looking statements regulatory

"Certain statements and other information included in this press release constitute “forward-looking information” or “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nutrien (NTR) announce in this Form 6-K filing?

Nutrien announced pricing of an aggregate US$1.0 billion of unsecured senior notes in two tranches, with maturities in 2031 and 2036. The company expects the offering to close around May 29, 2026, subject to customary closing conditions for such debt issuances.

What are the key terms of Nutrien (NTR)’s new senior notes?

Nutrien will issue US$500 million of 4.850% senior notes due May 29, 2031 and US$500 million of 5.350% senior notes due May 29, 2036. These senior notes are unsecured and will rank equally with Nutrien’s existing senior unsecured debt obligations already outstanding in the market.

How will Nutrien (NTR) use the US$1.0 billion senior note proceeds?

Nutrien intends to use net proceeds to repay US$500 million of 4.000% senior notes maturing December 15, 2026, reduce outstanding indebtedness under short‑term credit facilities, finance working capital needs, and fund general corporate purposes across its global crop inputs operations.

When is the closing of Nutrien (NTR)’s senior notes offering expected?

The senior notes offering is expected to close on or about May 29, 2026, subject to customary closing conditions. Timing could be affected by market conditions or completion of documentation, as is typical for underwritten debt offerings of this size and structure.

Who are the joint book-running managers for Nutrien (NTR)’s notes?

The joint book‑running managers are CIBC World Markets Corp., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and Scotia Capital (USA) Inc. These investment banks will manage the distribution of Nutrien’s US$1.0 billion senior notes to institutional fixed‑income investors.

Will Nutrien (NTR)’s senior notes be offered in Canada?

The senior notes will not be offered or sold in Canada or to Canadian residents under the prospectus supplement. They may be offered and sold in certain Canadian provinces only through exemptions from prospectus requirements under applicable Canadian securities laws governing such cross‑border offerings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/26/2026 - 08:35 PM Learn about SEC filing dates

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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 11.7 KB