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.