UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 2, 2025 (
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) | ||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including
area code (
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):
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Securities registered pursuant to Securities 12(b) of the Act:
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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 April 28, 2025, Colgate-Palmolive Company (the “Company”) executed an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein (the “Underwriters”) with regard to the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 4.200% Senior Notes due 2030 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities.
The public offering of the Notes was made pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-275201), filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2023. On April 30, 2025, the Company filed with the SEC a Prospectus Supplement, dated April 28, 2025 (the “Prospectus Supplement”), in connection with the public offering of the Notes.
The Notes were issued on May 2, 2025 under an Indenture (“Indenture”), dated as of November 15, 1992, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee.
The Underwriting Agreement, the Indenture and the form of the Notes are filed hereto as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed with this document: |
| Exhibit Number | Description |
| 1.1 | Underwriting Agreement, dated April 28, 2025, by and among Colgate-Palmolive Company, Citigroup Global Markets Inc. and Scotia Capital (USA) Inc. |
| 4.1 | Indenture, dated as of November 15, 1992, between Colgate-Palmolive Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-3 Registration Statement and Post-Effective Amendment No. 1 filed on June 26, 1992, Registration No. 33-48840) |
| 4.2 | Form of 4.200% Senior Notes due 2030 |
| 5.1 | Opinion of Hogan Lovells US LLP |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline eXtensible Business Reporting Language (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 hereunto duly authorized.
| COLGATE-PALMOLIVE COMPANY | ||
| Date: May 2, 2025 | By: | /s/ Stanley J. Sutula III |
| Name: | Stanley J. Sutula III | |
| Title: | Chief Financial Officer | |