Schneider National, Inc.

SNDR · 8-K · Filed Sep 16 · 12:550001692063-26-000044Read the filing ›Open on SEC EDGAR

8-K

sndr-20260910.htm

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. ☐ ITEM 1.01. Entry into a Material Definitive Agreement.

¶1

Revolving Credit Facility On September 10, 2026, Schneider National Leasing, Inc. (the “Borrower”), a wholly-owned subsidiary of Schneider National, Inc. (“Schneider”), entered into a $350 million Credit Agreement (the “2026 Credit Facility”) among the Borrower, Schneider, and certain other subsidiaries of Schneider (as guarantors), the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent and terminated its existing $250 million Credit Agreement dated as of November 4, 2022 (the “Existing Credit Facility”).

¶2

The 2026 Credit Facility matures on September 10, 2031, provided, however, that the Maturity Date will be November 22, 2029 if the Borrower does not, prior to the date 91 days prior to November 22, 2029, (i) extend the maturity date under the Term Loan Agreement (as defined below) to a date on or after September 10, 2031 on terms reasonably acceptable to the Administrative Agent for the 2026 Credit Facility, (ii) refinance the Term Loan Agreement with indebtedness having a maturity date on or after September 10, 2031, or (iii) otherwise repay in full the Term Loan Agreement. The 2026 Credit Facility allows the Borrower to request an increase in the total commitment by up to $350 million, for a total potential commitment of $700 million. The 2026 Credit Facility also provides a sublimit of $100 million to be used for the issuance of letters of credit. Loans made under the 2026 Credit Facility bear interest, at the Borrower’s election, at a rate per annum equal to (i) the Alternate Base Rate or (ii) the forward-looking term Secured Overnight Financing Rate (SOFR) published by CME Group Benchmark Administration Limited for the selected interest period, plus, in each case, an applicable margin based on the consolidated net debt coverage ratio as of the end of each fiscal quarter. The Alternate Base Rate will be the highest of (i) the Prime Rate, (ii) the federal funds effective rate from time to time plus 0.50%, and (iii) the Term SOFR Rate for a one-month interest period plus 1.00%.