Material Agreement

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): November 5, 2019   Hasbro, Inc.  (Exact name of registrant as specified in its charter)   Rhode Island   001-06682   05-0155090 (State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification No.) 1027 Newport Avenue   Pawtucket , Rhode Island     02861 (Address of Principal Executive Offices)     (Zip Code) Registrant’s telephone number, including area code: (401) 431-8697   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, $0.50 par value per share   HAS   The NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period provided pursuant to Section 13(a) of the Exchange Act.   ☐     Item 1.01 Entry into a Material Definitive Agreement. On November 5, 2019, Hasbro, Inc. (the “Company”) entered into an underwriting agreement (“Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 9,210,527 shares of the Company’s common stock, par value $0.50 per share (“Common Stock”), in a registered public offering (“Common Stock Offering”) pursuant to the Company’s shelf registration statement on Form S-3 (Registration File No.  333-22033). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 1,381,579 shares of Common Stock, which option was exercised in full on November 7, 2019. For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference. On November 8, 2019, the Company closed the Common Stock Offering. Item 9.01 Financial Statements and Exhibits. (d) Exhibits     1.1     Underwriting Agreement dated as of November 5, 2019               5.1     Opinion of Tarrant Sibley, Esq.             23.1     Consent of Tarrant Sibley, Esq. (included in Exhibit 5.1)             104     Cover Page Interactive Data File (embedded within XBRL document) 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.   HASBRO, INC.             By:   /s/ Deborah Thomas     Name   Deborah Thomas     Title   Executive Vice President and Chief Financial Officer       (Duly Authorized Officer and Principal Financial Officer) Date: November 8, 2019