Tapestry, Inc. Files 8-K: Material Agreement & Financial Obligation

TL;DR

Tapestry (TPR) filed an 8-K on Dec 11, 2024, confirming a material definitive agreement and a new financial obligation.

AI Summary

On December 11, 2024, Tapestry, Inc. filed an 8-K report detailing a material definitive agreement. This filing also covers the creation of a direct financial obligation and includes Regulation FD disclosures. The report was filed with the SEC and pertains to Tapestry, Inc.'s ongoing business operations.

Why It Matters

This filing indicates Tapestry, Inc. has entered into a significant agreement and incurred a financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which warrants attention for potential financial implications.

Key Players & Entities

• Tapestry, Inc. (company) — Registrant
• December 11, 2024 (date) — Date of report
• 10 Hudson Yards, New York, New York 10001 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value TPR New York Stock Exchan
• $750,000,000 — , Tapestry, Inc. (the "Company") issued $750,000,000 aggregate principal amount of 5.100% se

Filing Documents

• ny20039258x4_8k.htm (8-K) — 37KB
• ny20039258x4_ex4-1.htm (EX-4.1) — 416KB
• ny20039258x4_ex4-2.htm (EX-4.2) — 250KB
• ny20039258x4_ex5-1.htm (EX-5.1) — 20KB
• ny20039258x4_ex5-2.htm (EX-5.2) — 21KB
• ny20039258x4_ex99-1.htm (EX-99.1) — 11KB
• ny20039258x4_ex5-1logo.jpg (GRAPHIC) — 398KB
• ny20039258x4_ex5-2header.jpg (GRAPHIC) — 17KB
• ny20039258x4_ex5-2logo.jpg (GRAPHIC) — 726KB
• ny20039258x4_ex99-1logo.jpg (GRAPHIC) — 258KB
• 0001140361-24-049035.txt ( ) — 2954KB
• tpr-20241211.xsd (EX-101.SCH) — 4KB
• tpr-20241211_lab.xml (EX-101.LAB) — 21KB
• tpr-20241211_pre.xml (EX-101.PRE) — 16KB
• ny20039258x4_8k_htm.xml (XML) — 4KB

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Item 1.01 Entry into a Material Definitive Agreement. On December 11, 2024, Tapestry, Inc. (the "Company") issued $750,000,000 aggregate principal amount of 5.100% senior unsecured notes due 2030 (the "2030 Notes") and $750,000,000 aggregate principal amount of 5.500% senior unsecured notes due 2035 (the "2035 Notes" and, together with the 2030 Notes, the "Notes"). The Notes were issued under an Indenture, dated as of December 11, 2024 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of December 11, 2024 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each between the Company and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes bear interest at a rate of 5.100% per year. Interest on the 2030 Notes is payable semi-annually on March 11 and September 11 of each year, beginning on September 11, 2025. The 2035 Notes bear interest at a rate of 5.500% per year. Interest on the 2035 Notes is payable semi-annually on March 11 and September 11 of each year, beginning on September 11, 2025. The Notes were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-276823), which became immediately effective upon its filing with the Securities and Exchange Commission ("SEC") on February 1, 2024. A preliminary prospectus supplement, dated December 3, 2024, was filed with the SEC on December 3, 2024, and a final prospectus supplement, dated December 4, 2024, was filed with the SEC on December 6, 2024. The Indenture contains covenants limiting the Company's ability to: (1) create certain liens, (2) enter into certain sale and leaseback transactions and (3) merge, or consolidate or transfer, sell or lease all or substantially all of the Company's assets. These covenants are subject to important limitations and exceptions as set forth in the Indenture. The description of the Indenture in this Current Report on Form 8-K is a summary of, and is qualified in

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure. On December 11, 2024, the Company issued a press release announcing the closing of its public offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.

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Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Base Indenture, dated as of December 11, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee. 4.2 First Supplemental Indenture, dated as of December 11, 2024, relating to the 5.100% senior unsecured notes due 2030 and the 5.500% senior unsecured notes due 2035, between the Company and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of 5.100% senior unsecured notes due 2030 (included in the First Supplemental Indenture filed as Exhibit 4.2 of this Current Report on Form 8-K). 4.4 Form of 5.500% senior unsecured notes due 2035 (included in the First Supplemental Indenture filed as Exhibit 4.2 of this Current Report on Form 8-K). 5.1 Opinion of Venable LLP. 5.2 Opinion of Latham & Watkins LLP. 23.1 Consent of Venable LLP (included in Exhibit 5.1). 23.2 Consent of Latham & Watkins LLP (included in Exhibit 5.2). 99.1 Closing Press Release, dated December 11, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. Dated: December 11, 2024 TAPESTRY, INC. By: /s/ David E. Howard David E. Howard General Counsel and Secretary