WEST PHARMACEUTICAL SERVICES INC

0000105770 false 0000105770 2026-10-26 2026-10-26 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 Date of Report (Date of earliest event reported) – October 26, 2026 WEST PHARMACEUTICAL SERVICES, INC. (Exact name of registrant as specified in its charter) Pennsylvania 1-8036 23-1210010 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 530 Herman O. West Drive , Exton , PA 19341-1147 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 610 - 594-2900 Not Applicable (Former name or 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): ☐ 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 Name of each exchange on which registered Common Stock, par value $0.25 per share WST New York Stock Exchange 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. ☐ 1 Item 1.01 Entry Into a Material Definitive Agreement. The information contained in Item 2.03 below is incorporated herein by reference. Item 1.02 Termination of a Material Definitive Agreement. 2019 Credit Agreement On October 26, 2026 (the “Effective Date”), West Pharmaceutical Services, Inc., a Pennsylvania corporation (the “Company”), (i) used a portion of the proceeds from borrowings under the New Credit Agreement (as defined and described in Item 2.03 below) to prepay the amounts outstanding under that certain Credit Agreement, dated as of March 28, 2019 (as amended, restated, extended, supplemented or otherwise modified from time to time prior to the Effective Date, the “Existing Credit Agreement”), among the Company, the other borrowers party thereto, Bank of America, N.A., as administrative agent, and the banks and financial institutions from time to time parties thereto and (ii) terminated the Existing Credit Agreement and the loan documents associated therewith. The Company did not incur any early termination penalties in connection with the termination of the Existing Credit Agreement. As of the Effective Date, $130.0 million in aggregate principal amount was outstanding under the Existing Credit Agreement, which was repaid in full on the Effective Date. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On the Effective Date, the Company entered into a new financing agreement, as described herein. All references herein to “dollars” or “$” are to U.S. dollars. New Credit Agreement On the Effective Date, the Company, the other borrowers party thereto, Bank of America, N.A., as administrative agent, swing line lender and an issuing lender, and the other lenders from time to time party thereto (the “Lenders”) entered into that certain Credit Agreement (as amended, restated, extended, supplemented or otherwise modified from time to time, the “New Credit Agreement”), pursuant to which the applicable Lenders made loans and other credit extensions to the Company under a revolving credit facility and term loans to the Company under a term loan credit facility (the lenders making such term loans, the “Term Lenders”). The Company intends to use the proceeds of the borrowings under the New Credit Agreement (i) for working capital, capital expenditures and other general corporate purposes not in contravention of any law or of any loan document, including to pay all or a portion of the purchase price for permitted acquisitions and repurchases of capital stock and (ii) to repay, retire or otherwise satisfy indebtedness. Pursuant to the terms and conditions of the New Credit Agreement, the applicable Lenders committed to provide a revolving credit facility, and the Term Lenders committed to provide a term loan facility, as set forth above. The New Credit Agreement (i) has a five-year term from the Effective Date (subject to certain extension mechanics therein by which the Company may request maturity date extensions of the revolving credit facility), (ii) provides for revolving advances up to an aggregate principal amount of $750 million at any one time outstanding (subject to satisfaction of certain conditions at the time advances are made) and (iii) provides for a term loan advance on the Effective Date in an aggregate principal amount of $200 million (which shall have quarterly amortization payments starting in March 31, 2028 ranging from $1.25 million to $2.5 million per quarter as set forth in the New Credit Agreement with the balance due at maturity). The New Credit Agreement provides for letters of credit in an aggregate amount not to exceed $50 million and swing line loans in an aggregate amount not to exceed $90 million, in each case, to be issued at the request of the Company subject to the terms therein and with such sublimits included in the aggregate commitments of the revolving credit facility. 2 Revolving advances are available under the New Credit Agreement in U.S. dollars or the following optional currencies (each an “Optional Currency” and collectively, the “Optional Currencies”): Euros, Yen, Singapore dollars and other currencies approved in accordance with the terms of the New Credit Agreement. Term loans under the New Credit Agreement are advanced in U.S. dollars. Swing line loans are available under the New Credit Agreement in U.S. dollars or Euros. Interest accrues on revolving advances, (i) for borrowings denominated in U.S. dollars, at the Company’s option, at a term SOFR rate or a base rate, plus an applicable margin, (ii) for borrowings denominated in Euros, at the Euro Interbank Offered Rate, plus an applicable margin, (iii) for borrowings denominated in Yen, at the Japanese Yen Tokyo Interbank Offered Rate, plus an applicable margin, (iv) for borrowings denominated in Singapore dollars, at the Singapore Overnight Rate Average, plus an applicable margin and (v) for borrowings denominated in other currencies approved in accordance with the New Credit Agreement, the term rate or daily rate per annum designated with respect to such currency at the time it is approved under the New Credit Agreement. Interest accrues on term loans, at the Company’s option, at a term SOFR rate or a base rate, plus an applicable margin. Interest accrues on swing line loans denominated in U.S. dollars at the base rate and on swing line loans denominated in Euros at €STR. Fees for letters of credit are also based on the applicable margin. The applicable margin used in connection with interest rates and the commitment fee is based on the Company’s Net Leverage Ratio (as defined below). The applicable margin for revolving advances that are term SOFR loans and Optional Currency loans and for letter of credit fees ranges from 1.000% to 1.500%, and the applicable margin for revolving advances that are base rate loans ranges from 0.000% to 0.500%. The