Oatly (NASDAQ: OTLY) outlines refinancing with Nordic bonds and note repurchase

Rhea-AI Filing Summary

Oatly Group AB outlines an integrated refinancing plan combining new Nordic bonds, a replacement revolving credit facility and partial repurchase of its U.S. convertible notes. The company is pursuing issuance of SEK-denominated senior secured floating rate bonds with an expected initial amount of SEK 1,700 million and a four-year tenor, subject to market conditions. It has also signed a commitment letter for a SEK 750 million super senior revolving credit facility with revised financial covenants and a tenor of two years and six months, plus an uncommitted 15‑month extension option.

Oatly agreed to repurchase approximately $42.9 million of its 9.25% Convertible Senior PIK Notes due 2028 in privately negotiated deals, paying about $24.7 million in cash and delivering 898,134 American Depositary Shares. If the Nordic bonds and related refinancing close as expected, the repurchased notes will be cancelled, and the new bonds and revolving credit facility will share common security and guarantees under an intercreditor structure.

Insights

Capital structure and credit analyst

Oatly proposes a multi-step refinancing, swapping part of its 2028 convertible debt for cash and equity while adding new Nordic bonds and a larger credit line.

The company plans SEK 1,700 million in senior secured floating rate Nordic bonds and a SEK 750 million super senior revolving credit facility to refinance its term loan B and existing revolver. These instruments will share collateral and guarantees across key group entities under an intercreditor agreement, including share pledges, bank accounts, intellectual property and all-asset security in multiple jurisdictions.

On the liability side, Oatly agreed to repurchase about $42.9 million of its 9.25% Convertible Senior PIK Notes due 2028, paying roughly $24.7 million in cash plus 898,134 ADSs. If completed after the Nordic bond settlement and refinancing, this would cancel the repurchased notes and modestly reduce future interest and principal obligations, while adding some equity issuance and maintaining access to liquidity through the new revolving facility.

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 September 2025

Commission File Number: 001-40401

Oatly Group AB

(Translation of registrant’s name into English)

Ångfärjekajen 8

211 19 Malmö

Sweden

(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 ☐

EXPLANATORY NOTE

Set forth below are summaries of the material terms of certain financing arrangements that have been entered into or are being considered by Oatly Group AB (publ) (“Oatly” or the “Company”). These arrangements constitute an integrated financing package intended to refinance the group’s existing term loan B credit facility, repurchase and cancel certain of the U.S. Notes (as defined below) and provide the group with more favorable and extended access to liquidity in the form of a new revolving credit facility.

Nordic Bonds

The Company will participate in a series of investor meetings to pursue the issuance of SEK denominated senior secured floating rate bonds (the “Nordic Bonds”), subject to prevailing market conditions. The Nordic Bonds have an expected initial issue amount of SEK 1,700 million and an expected tenor of four years, subject to certain early redemption features.

The Nordic Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as amended. They may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. No public offering will be made in the United States and the information contained herein does not constitute an offer of securities for sale in United States, Canada, Australia, Hong Kong, Italy, New Zealand, the Republic of South Africa, the Republic of Cyprus, the United Kingdom or Japan or any other jurisdiction where such distribution or such offer would require any further measures from Oatly, the bookrunners or any other party or would be prohibited by applicable law.

SEK 750 million super senior revolving credit facility commitment letter

On September 9, 2025, the Company entered into a commitment letter (the “SSRCF Commitment Letter”), pursuant to which JP Morgan SE, Nordea Bank Abp, filial i Sverige and Coöperatieve Rabobank U.A. have committed to participate in a SEK 750 million super senior revolving credit facility contemplated to be provided to Oatly AB (the “Super Senior Revolving Credit Facility”), which would replace the group’s existing revolving credit facility following settlement of the Nordic Bonds. The material terms of the Super Senior Revolving Credit Facility are set out in the term sheet scheduled to the SSRCF Commitment Letter and reflect, among other things, the following differences compared to the group’s existing revolving credit facility: (i) a committed tenor of two years and six months, with a 15 months’ uncommitted extension option, (ii) removal of EBITDA based draw-stop limitations, annual clean down requirement and minimum ‘Europe & International’ EBITDA financial covenant, (iii) minimum liquidity financial covenant is reset and tested quarterly instead of continuously and ceases to apply following Q3 2027, (iv) minimum EBITDA financial covenant ceases to apply following Q3 2027 and (vi) total net leverage ratio financial covenant commences to apply in Q3 2027.

The commitments under the commitment letter, which is valid up until December 19, 2025, are subject to, among other things, execution of satisfactory long-form documentation on the terms set out in the agreed term sheet and satisfaction of the agreed conditions precedent thereunder.

Security and intercreditor arrangements for Super Senior Revolving Credit Facility and Nordic Bonds

The debt under the Nordic Bonds and the Super Senior Revolving Credit Facility will share in the same security and guarantees from material companies in the group by way of an intercreditor agreement. The security to be provided for the Super Senior Revolving Credit Facility and the Nordic Bonds include share pledges, security over material intra-group loans, security over material bank accounts, security over material intellectual property, New York law all-asset security, English law debentures, Swedish floating charges and Swedish real estate mortgage.

Convertible Note Repurchases

On September 9, 2025, the Company entered into the Convertible Note Repurchase Agreements (the “Repurchase Agreements”) with certain accredited investors (the “Selling Noteholders”) that are holders of the Company’s 9.25% Convertible Senior PIK Notes due 2028 (CUSIP No. 67421J AC2) originally issued pursuant to

the Indenture, dated March 23, 2023, by and among the Company and U.S. Bank Trust Company, National Association (the “U.S. Notes”) in privately negotiated transactions. In accordance with the Repurchase Agreements, the Company will deliver to the Selling Noteholders a mix of (a) cash in an aggregate amount of approximately $24.7 million and (b) the Company’s American Depositary Shares (“ADSs”) in an aggregate amount of 898,134 ADSs in exchange for an aggregate amount of approximately $42.9 million U.S. Notes held by the Selling Noteholders. Settlement of the transactions contemplated by the Repurchase Agreements (the “U.S. Note Repurchase”) is subject to customary closing conditions, including successful settlement of the Nordic Bonds, and is expected to occur after settlement of the Nordic Bonds and the refinancing of the Company’s existing term loan B facility. Upon closing of the U.S. Note Repurchase, the U.S. Notes sold by the Selling Noteholders will be deemed cancelled and no longer outstanding.

This Form 6-K is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. There can be no assurances that the transactions will be completed as described herein or at all.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Form of Convertible Note Repurchase Agreement
99.2		Press Release, dated September 9, 2025 (furnished herewith)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				OATLY GROUP AB
Date: September 9, 2025
				By:		/s/ Marie-José David
				Name:		Marie-José David
				Title:		Chief Financial Officer

FAQ

What refinancing steps does Oatly (OTLY) describe in this Form 6-K?

Oatly describes an integrated refinancing package that includes issuing SEK-denominated senior secured floating rate Nordic bonds, replacing its current revolving credit facility with a new SEK 750 million super senior revolving credit facility, and repurchasing a portion of its 9.25% Convertible Senior PIK Notes due 2028 in privately negotiated transactions.

How large is the planned Nordic bond issue for Oatly (OTLY)?

Oatly is pursuing the issuance of senior secured floating rate Nordic bonds with an expected initial issue amount of SEK 1,700 million and an expected tenor of four years, subject to prevailing market conditions and early redemption features.

What are the key terms of Oatly's new SEK 750 million super senior revolving credit facility?

The new super senior revolving credit facility has a committed tenor of two years and six months with a 15‑month uncommitted extension option. It removes certain EBITDA-based draw-stop limits, annual clean-down requirements and a minimum 'Europe & International' EBITDA covenant, resets the minimum liquidity covenant to quarterly testing until it ceases after Q3 2027, and introduces a total net leverage ratio covenant starting in Q3 2027.

What convertible notes is Oatly (OTLY) repurchasing and on what terms?

Oatly entered repurchase agreements covering approximately $42.9 million of its 9.25% Convertible Senior PIK Notes due 2028. In exchange, the company will deliver about $24.7 million in cash and 898,134 American Depositary Shares to the selling noteholders, with the repurchased notes to be cancelled upon closing.

Are Oatly's Nordic bonds registered or being offered to the U.S. public?

The Nordic bonds have not been and will not be registered under the U.S. Securities Act of 1933. They may not be offered or sold in the United States except under an applicable exemption, and no public offering will be made in the United States or other specified jurisdictions.

What conditions apply to closing Oatly's note repurchase and new financing?

The commitments for the new super senior revolving credit facility are valid until December 19, 2025 and depend on execution of long-form documentation and agreed conditions precedent. Settlement of the convertible note repurchase is subject to customary closing conditions, including successful settlement of the Nordic bonds and refinancing of the existing term loan B facility.