Teva Pharmaceutical (NYSE: TEVA) extends sustainability-linked revolver and resets leverage covenants

Rhea-AI Filing Summary

Teva Pharmaceutical Industries Limited has amended its senior unsecured sustainability-linked revolving credit agreement to extend the stated maturity date of the lenders’ commitments and loans by one year, from April 29, 2027 to April 29, 2028. This extension is the second one-year extension permitted under the original April 29, 2022 agreement and helps keep this revolving credit facility available for a longer period.

The amendment also updates key financial covenants. The Company’s maximum permitted leverage ratio for Q4 2025 and thereafter is set at 4.25x, with potential increases if Teva completes or starts certain material transactions. If Teva achieves Investment Grade Status and no event of default is continuing, the maximum leverage and minimum interest cover ratio covenants will no longer apply; if Investment Grade Status is later lost or an event of default occurs, these covenants will be reinstated for future testing dates.

Insights

Credit & Capital Structure Analyst

Teva extends revolving credit to 2028 and adjusts leverage covenants.

Teva obtained unanimous lender consent to extend the maturity of its senior unsecured sustainability-linked revolving credit facility from April 29, 2027 to April 29, 2028. This keeps an existing liquidity backstop in place for an additional year under largely similar terms, which can support ongoing refinancing and working capital planning.

The amendment also resets the maximum permitted leverage ratio for Q4 2025 and onward at 4.25%x, with room for increases if certain material transactions are completed or commenced. This provides a defined leverage ceiling while allowing flexibility around larger corporate actions, consistent with typical investment-grade style covenants.

A notable feature is that if Teva achieves “Investment Grade Status” and no event of default is continuing, both the maximum leverage ratio and the minimum interest cover ratio will stop applying; they are reinstated only if investment grade is lost or a default occurs. This structure ties covenant intensity directly to credit ratings, so future rating changes and related disclosures will shape how binding these covenants are over time.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Understanding 8-K Material Events →

TEVA PHARMACEUTICAL INDUSTRIES LTD 00-0000000 false 0000818686 0000818686 2025-12-10 2025-12-10

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): December 10, 2025

TEVA PHARMACEUTICAL INDUSTRIES LIMITED

(Exact name of registrant as specified in its charter)

Israel		001-16174		Not Applicable
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

124 Dvora Hanevi’a Street

Tel Aviv 6944020, Israel

(Address of Principal Executive Offices, including Zip Code)

+972- 3-914-8213

(Registrant’s Telephone Number, including Area Code)

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:

☐ 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
American Depositary Shares, each representing one Ordinary Share		TEVA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01. Entry into a Material Definitive Agreement.

Amendment to Revolving Credit Agreement

On December 10, 2025, Teva Pharmaceutical Industries Limited (the “Company”) obtained the consent of each of the lenders (the “Lenders”) party to its Revolving Facility Agreement (as defined below) to extend the stated maturity date of the commitments and loans thereunder from April 29, 2027 to April 29, 2028, and to amend certain terms of the financial covenants contained in the Revolving Facility Agreement pursuant to the Third Amendment to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement (the “Amendment”).

Pursuant to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement, dated as of April 29, 2022 (the “Revolving Facility Agreement”), between, amongst others, the Company, the Lenders party thereto and Bank of America, N.A., as administrative agent, the Company may request two one-year extensions of the Maturity Date, subject to the satisfaction of certain conditions. The extension referred to above is the second such extension.

The Amendment provides, among other things, that (i) the Company’s maximum permitted leverage ratio for Q4 2025 and thereafter is 4.25x, subject to certain increases if the Company consummates or commences certain material transactions, (ii) if at any time the Company obtains Investment Grade Status (as defined in the Amendment) and no Event of Default has occurred and is continuing under the Revolving Facility Agreement, then the Company and its subsidiaries will not be subject to the maximum leverage ratio or to the minimum interest cover ratio covenants contained in the Revolving Facility Agreement, and (iii) if at any time thereafter, the Company ceases to have such Investment Grade Status or an Event of Default has occurred and is continuing under the Revolving Facility Agreement, the maximum leverage ratio and minimum interest cover ratio covenants contained in the Revolving Facility Agreement will be reinstated and will apply to future testing dates.

The representations, warranties and covenants contained in the Amendment were made only for purposes of such agreement and as of the dates specified therein, were solely for the benefit of the parties thereto and may be subject to qualifications agreed by the contracting parties and standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company and its subsidiaries.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Document
10.1		Third Amendment to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement, dated as of December 10, 2025, between, amongst others, Teva Pharmaceutical Industries Limited, the lenders party thereto and Bank of America, N.A., as administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized.

				TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Date: December 11, 2025				By:		/s/ Eli Kalif
						Eli Kalif
						Executive Vice President, Chief Financial Officer

2

FAQ

What did Teva (TEVA) announce regarding its revolving credit facility?

Teva Pharmaceutical Industries Limited obtained lender consent to amend its senior unsecured sustainability-linked revolving credit agreement, extending the stated maturity date of the commitments and loans from April 29, 2027 to April 29, 2028 and updating certain financial covenants.

How did the amendment change Tevas leverage covenant?

The amendment sets Tevas maximum permitted leverage ratio at 4.25x for Q4 2025 and thereafter, with the possibility of higher limits if the company consummates or commences certain material transactions as described in the agreement.

What happens to Tevas financial covenants if it reaches Investment Grade Status?

If Teva obtains Investment Grade Status and no Event of Default is continuing under the revolving credit agreement, the company and its subsidiaries will no longer be subject to the maximum leverage ratio or the minimum interest cover ratio covenants.

When would Tevas leverage and interest cover covenants be reinstated?

If, after achieving Investment Grade Status, Teva ceases to have that status or an Event of Default occurs and is continuing, the maximum leverage ratio and minimum interest cover ratio covenants will be reinstated and will apply to future testing dates.

What agreement did Teva file as an exhibit in this 8-K?

Teva filed as Exhibit 10.1 the Third Amendment to the Senior Unsecured Sustainability-Linked Revolving Credit Agreement, dated as of December 10, 2025, among Teva, the lenders party to the facility, and Bank of America, N.A., as administrative agent.

Does the amendment itself create a new type of obligation for Teva?

The amendment relates to an existing senior unsecured sustainability-linked revolving credit agreement and extends its maturity and modifies covenants, rather than creating a new category of indebtedness.