Tapestry Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

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Tapestry, Inc.

(Exact Name of Registrant as Specified in its Charter)

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(212) 946-8400

Registrant’s Telephone Number, Including Area Code

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(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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 Sec.230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR Sec.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. ☐

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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 its entirety by, the terms of the Indenture. Copies of the Base Indenture and the First Supplemental Indenture are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and incorporated herein by reference.

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

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.

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.

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