Item 8.01. Other Events On September 3, 2026, 3M Company (the “Company”) entered into an Underwriting Agreement with Deutsche Bank AG, London Branch, Merrill Lynch International, Citigroup Global Markets Limited and J.P.…
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Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events
On September 3, 2026, 3M Company (the “Company”) entered
into an Underwriting Agreement with Deutsche Bank AG, London Branch, Merrill Lynch International, Citigroup Global Markets Limited and
J.P. Morgan Securities plc, as representatives of the several underwriters named therein (the “Underwriting Agreement”), relating
to the sale of €500,000,000 aggregate principal amount of the Company’s 3.500% Notes due 2028, €500,000,000 aggregate
principal amount of the Company’s 3.900% Notes due 2031 and €500,000,000 aggregate principal amount of the Company’s
4.100% Notes due 2034 (collectively, the “Notes”). The closing of the offering of Notes occurred on September 10, 2026.
The Notes were offered pursuant to the Company’s Registration
Statement on Form S-3 (file no. 333-293169), filed with the Securities and Exchange Commission (the “SEC”) on February 3,
2026, including the prospectus contained therein, a related preliminary prospectus supplement dated September 3, 2026 and a final
prospectus supplement dated September 3, 2026 (collectively, the “Registration Statement”). The Notes were issued pursuant
to an indenture dated as of November 17, 2000 (the “Base Indenture”), as supplemented by the First Supplemental Indenture
dated as of July 29, 2011 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated February 3,
2026 (the “Second Supplemental Indenture”, and together with the First Supplemental Indenture and the Base Indenture, the
“Indenture”), among the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee.
The Company intends to use the net proceeds from the sale of the Notes
for general corporate purposes, which may include the repayment, redemption or refinancing of indebtedness.
The foregoing summary of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1
hereto and incorporated by reference into this Item 8.01. The foregoing description of the Notes does not purport to be complete and is
qualified in its entirety by reference to the text of the Form of Global Note for the Company’s 3.500% Notes due 2028, Form of
Global Note for the Company’s 3.900% Notes due 2031 and Form of Global Note for the Company’s 4.100% Notes due 2034,
which are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and incorporated by reference into this Item
8.01.
A copy of the opinion of Freshfields US LLP, relating to the validity
of the Notes, is incorporated by reference into the Registration Statement and is filed as Exhibit 5.1 hereto.
Filed exhibits (3)
EX-4.1 (by filename) tm2624999d1_ex4-1.htm
EX-4.1
3
tm2624999d1_ex4-1.htm
EXHIBIT 4.1
Exhibit 4.1
(Face of Security)
3.500% NOTES DUE 2028
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY (THE “ COMMON DEPOSITARY ”) FOR CLEARSTREAM
BANKING S.A. (“ CLEARSTREAM ”) AND EUROCLEAR BANK SA/NV (“ EUROCLEAR ” AND, TOGETHER WITH CLEARSTREAM,
“ EUROCLEAR/CLEARSTREAM ”) OR A NOMINEE THEREOF.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR/CLEARSTREAM TO 3M COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED
IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY FOR EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO
THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY FOR EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
…
Open exhibit ↗EX-4.2 (by filename) tm2624999d1_ex4-2.htm
EX-4.2
4
tm2624999d1_ex4-2.htm
EXHIBIT 4.2
Exhibit 4.2
(Face of Security)
3.900% NOTES DUE 2031
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY (THE “ COMMON DEPOSITARY ”) FOR CLEARSTREAM
BANKING S.A. (“ CLEARSTREAM ”) AND EUROCLEAR BANK SA/NV (“ EUROCLEAR ” AND, TOGETHER WITH CLEARSTREAM,
“ EUROCLEAR/CLEARSTREAM ”) OR A NOMINEE THEREOF.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR/CLEARSTREAM TO 3M COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED
IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY FOR EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO
THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY FOR EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
…
Open exhibit ↗EX-4.3 (by filename) tm2624999d1_ex4-3.htm
EX-4.3
5
tm2624999d1_ex4-3.htm
EXHIBIT 4.3
Exhibit 4.3
(Face of Security)
4.100% NOTES DUE 2034
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY (THE “ COMMON DEPOSITARY ”) FOR CLEARSTREAM
BANKING S.A. (“ CLEARSTREAM ”) AND EUROCLEAR BANK SA/NV (“ EUROCLEAR ” AND, TOGETHER WITH CLEARSTREAM,
“ EUROCLEAR/CLEARSTREAM ”) OR A NOMINEE THEREOF.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR/CLEARSTREAM TO 3M COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED
IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY FOR EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO
THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, AS NOMINEE OF THE BANK OF NEW YORK MELLON, LONDON BRANCH OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY FOR EUROCLEAR/CLEARSTREAM), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
…