8-KThe WireRoutine
Company Update
Filed May 12, 2025 · 1y ago · Accession 0001140361-25-018400
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
May 5, 2025
Date of Report (Date of earliest event reported)
Apple Inc.
(Exact name of Registrant as specified in its charter)
California
(State or other jurisdiction
of incorporation)
001-36743
(Commission
File Number)
One Apple Park Way
Cupertino , California 95014
(Address of principal executive offices) (Zip Code)
( 408 ) 996-1010
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
94-2404110
(I.R.S. Employer
Identification No.)
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
Common Stock, $0.00001 par value per share
AAPL
The Nasdaq Stock Market LLC
0.000% Notes due 2025
—
The Nasdaq Stock Market LLC
0.875% Notes due 2025
—
The Nasdaq Stock Market LLC
1.625% Notes due 2026
—
The Nasdaq Stock Market LLC
2.000% Notes due 2027
—
The Nasdaq Stock Market LLC
1.375% Notes due 2029
—
The Nasdaq Stock Market LLC
3.050% Notes due 2029
—
The Nasdaq Stock Market LLC
0.500% Notes due 2031
—
The Nasdaq Stock Market LLC
3.600% Notes due 2042
—
The Nasdaq Stock Market LLC
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 8.01
Other Events.
On May 12, 2025, Apple Inc. (“Apple”) consummated the issuance and sale of $1,500,000,000 aggregate principal amount of its 4.000% Notes due 2028 (the “2028 Notes”),
$1,000,000,000 aggregate principal amount of its 4.200% Notes due 2030 (the “2030 Notes”), $1,000,000,000 aggregate principal amount of its 4.500% Notes due 2032 (the “2032 Notes”) and $1,000,000,000 aggregate principal amount of its 4.750% Notes
due 2035 (the “2035 Notes” and, together with the 2028 Notes, the 2030 Notes, and the 2032 Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”) dated May 5, 2025 among Apple and Goldman Sachs & Co. LLC,
Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
The Notes are being issued pursuant to an indenture, dated as of November 1, 2024 (the “Indenture”), between Apple and The Bank of New York Mellon Trust Company, N.A., as
trustee, together with the officer’s certificate, dated May 12, 2025 (the “Officer’s Certificate”), issued pursuant to the Indenture establishing the terms of each series of Notes.
The Notes are being issued pursuant to Apple’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission and dated November 1, 2024 (Reg. No.
333-282937) (the “Registration Statement”).
Interest on the 2028 Notes, the 2030 Notes, the 2032 Notes, and the 2035 Notes will be paid semi-annually in arrears on May 12 and November 12 of each year, beginning on
November 12 , 2025 .
The 2028 Notes will mature on May 12, 2028 . The 2030 Notes will mature on May 12, 2030 . The 2032 Notes will mature on May 12, 2032. The 2035 Notes will mature on May 12, 2035 .
The Notes will be Apple’s senior unsecured obligations and will rank equally with Apple’s other unsecured and unsubordinated debt from time to time outstanding.
The foregoing description of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Indenture and the Officer’s
Certificate (including the forms of the Notes). Apple is furnishing the Underwriting Agreement and the Officer’s Certificate (including the forms of the Notes) attached hereto as Exhibits 1.1 and 4.1 through 4.5, respectively, and they are
incorporated herein by reference. The Indenture is filed as Exhibit 4.1 to the Registration Statement. An opinion regarding the legality of the Notes is filed as Exhibit 5.1, and is incorporated by reference into the Registration Statement; and
a consent relating to the incorporation of such opinion is incorporated by reference into the Registration Statement and is filed as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Exhibit Description
1.1
Underwriting Agreement, dated May 5, 2025, among Apple
Inc. and Goldman Sachs & Co. LLC, Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein
4.1
Officer’s Certificate of Apple Inc., dated May 12,
2025
4.2
Form of Global Note representing the 2028
Notes (included in Exhibit 4.1)
4.3
Form of Global Note representing the 2030
Notes (included in Exhibit 4.1)
4.4
Form of Global Note representing the 2032
Notes (included in Exhibit 4.1)
4.5
Form of Global Note representing the 2035
Notes (included in Exhibit 4.1)
5.1
Opinion of Latham & Watkins LLP
23.1
Consent of Latham & Watkins LLP (included in the
opinion filed as Exhibit 5.1)
104
Inline XBRL for the cover page of this Current Report on Form 8‑K
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.
Date:
May 12 , 2025
Apple Inc.
By:
/s/ Kevan Parekh
Kevan Parekh
Senior Vice President,
Chief Financial Officer
Filing details
- Company
- Apple Inc.
- Ticker
- AAPL
- CIK
- 320193
- Form type
- 8-K
- Filing date
- May 12, 2025
- Report date
- May 5, 2025
- Document
- ef20048691_8k.htm
- Size
- 866 KB