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  4. [8-K] Schneider National, Inc. Reports Material Event

Schneider National adds $350M credit line

Schneider National secured a larger, longer-dated revolving credit facility and aligned its term loan covenants while terminating an unused prior revolver.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Schneider National, Inc. (SNDR) entered into a new $350 million revolving credit facility on September 10, 2026 through subsidiary Schneider National Leasing, Inc., replacing and terminating its prior $250 million facility, which had no outstanding borrowings at termination.

The new 2026 Credit Facility matures on September 10, 2031, with the maturity springing earlier to November 22, 2029 if a related term loan is not extended, refinanced, or repaid as specified. The facility includes an accordion feature allowing commitment increases by up to $350 million for potential total commitments of $700 million and a $100 million letter-of-credit sublimit. Loans bear interest at the Alternate Base Rate or term SOFR plus a margin tied to a consolidated net debt coverage ratio. Covenants include minimum consolidated net worth (subject to possible termination), consolidated net debt coverage and interest coverage ratios, and limits on indebtedness, affiliate transactions, and restricted payments. Schneider also executed a First Amendment to its Term Loan Agreement maturing November 22, 2029 to align its covenants and provisions with those in the new facility.

Positive

  • New revolving facility increases committed capacity from $250 million to $350 million, with an accordion up to $700 million and maturity potentially extending to 2031, enhancing liquidity flexibility.

Negative

  • None.

Insights

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New revolving commitment $350 million Commitment under the 2026 Credit Facility entered into September 10, 2026
Accordion feature $350 million Potential increase in total commitments under the 2026 Credit Facility
Maximum total commitments $700 million Maximum potential commitments if the accordion is fully exercised
Letter of credit sublimit $100 million Sublimit for letters of credit under the 2026 Credit Facility
Prior revolver size $250 million Existing Credit Facility terminated effective September 10, 2026
Revolver maturity date September 10, 2031 Stated maturity of the 2026 Credit Facility, subject to springing earlier
Springing maturity date November 22, 2029 Earlier maturity if specified term loan conditions are not met
Term loan maturity November 22, 2029 Maturity of the unsecured term loan under the Term Loan Agreement
Revolving Credit Facility financial
"Entry into a Material Definitive Agreement. Revolving Credit Facility On September 10, 2026"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Alternate Base Rate financial
"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"
Secured Overnight Financing Rate (SOFR) financial
"or (ii) the forward-looking term Secured Overnight Financing Rate (SOFR) published by CME Group"
A secured overnight financing rate (SOFR) is the interest rate on very short, one‑day loans that are backed by high‑quality collateral (like government bonds), so lenders face less risk. Investors care because SOFR is a widely used benchmark that sets the cost of borrowing and the pricing of loans, bonds and derivatives; think of it as a trusted yardstick for short‑term interest costs that influences returns and valuations across markets.
consolidated net debt coverage ratio financial
"plus, in each case, an applicable margin based on the consolidated net debt coverage ratio as of the end of each fiscal quarter"
restricted payments financial
"limitations on indebtedness, transactions with affiliates, restricted payments, and, upon termination"
Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.
Term Loan Agreement financial
"First Amendment to Credit Agreement (the “First Amendment to Term Loan Agreement”), which amends the Borrower’s Credit Agreement"
A term loan agreement is a formal contract in which a borrower receives a fixed amount of money from a lender and agrees to repay it over a set period with interest, much like a mortgage or car loan for a business. It matters to investors because the scheduled repayments, interest cost and any lender-imposed rules affect a company’s cash flow, financial flexibility and creditworthiness, which can change risk and share value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new credit facility did SNDR enter into on September 10, 2026?
Schneider National entered into a new $350 million revolving credit facility maturing on September 10, 2031, with an option to increase commitments by up to $350 million for a potential total of $700 million.

How does Schneider National’s new facility compare to its prior revolver?
The new 2026 Credit Facility provides $350 million of commitments, replacing a terminated $250 million facility. At termination of the prior facility on September 10, 2026, no borrowings were outstanding.

When does Schneider National’s new revolving credit facility mature?
The new facility matures on September 10, 2031, but the maturity date becomes November 22, 2029 if a related term loan is not extended, refinanced with later maturity debt, or repaid in full as specified.

What letter-of-credit capacity is included in SNDR’s new credit facility?
The 2026 Credit Facility includes a $100 million sublimit for the issuance of letters of credit, providing dedicated capacity within the overall revolving commitment.

How were Schneider National’s term loan covenants affected by this 8-K?
Schneider National Leasing entered into a First Amendment to the Term Loan Agreement so that its representations, covenants, and other provisions are conformed to those in the new 2026 Credit Facility.

What interest rates apply under Schneider National’s 2026 Credit Facility?
Borrowings bear interest at either the Alternate Base Rate or a forward-looking term SOFR rate, in each case plus an applicable margin determined by the consolidated net debt coverage ratio at each fiscal quarter-end.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001692063falseSeptember 10, 202600016920632026-09-102026-09-10


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): September 10, 2026
_____________________________________________________________________________
Schneider National, Inc.
(Exact Name of Registrant as Specified in Charter) 
_____________________________________________________________________________
  
Wisconsin001-3805439-1258315
(State of incorporation)(Commission
File Number)		(I.R.S. Employer
Identification No.)
3101 South Packerland DriveGreen BayWI54313
(Address of Principal Executive Offices)(Zip Code)
(920) 592-2000
(Registrant's Telephone Number, including Area Code)

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication 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 classTrading SymbolName of each exchange on which registered
Class B common stock, no par valueSNDRNew 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.
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”).
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%.
The 2026 Credit Facility contains representations, warranties, covenants, and events of default substantially similar to the Existing Credit Facility, with certain changes as agreed by the parties. The covenants contained in the 2026 Credit Facility include, among others, required minimum consolidated net worth (subject to termination when the terms of other material debt of Schneider or its subsidiaries do not contain a consolidated net worth covenant), consolidated net debt coverage ratio, limitations on indebtedness, transactions with affiliates, restricted payments, and, upon termination of the consolidated net worth covenant as described above, consolidated interest coverage ratio.
The foregoing description of the 2026 Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Credit Facility, which is filed as Exhibit 10.1 to this report, and is incorporated by reference herein.
In the ordinary course of their respective businesses, the Lenders and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory, or other services with the Borrower, Schneider National and its other subsidiaries for which they have in the past or may in the future receive customary compensation and expense reimbursement.
Term Loan Agreement Amendment
On September 10, 2026, the Borrower, a wholly-owned subsidiary of Schneider, entered into a First Amendment to Credit Agreement (the “First Amendment to Term Loan Agreement”), which amends the Borrower’s Credit Agreement, dated as of November 22, 2024 (the “Term Loan Agreement”), among the Borrower, Schneider, and certain of Schneider’s subsidiaries identified from time to time in the Term Loan Agreement, as guarantors, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, relating to the Borrower’s unsecured term loan facility that will mature on November 22, 2029.
Pursuant to the First Amendment to Term Loan Agreement, the Term Loan Agreement was amended to make certain changes to the representations, covenants, and other provisions contained therein to conform such covenants and provisions to those contained in the 2026 Credit Facility.
The foregoing description of the First Amendment to the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment to the Term Loan Agreement, which is filed as Exhibit 10.2 to this report, and is incorporated by reference herein.
ITEM 1.02. Termination of a Material Definitive Agreement.
Effective September 10, 2026, the Existing Credit Facility was terminated. At the time of termination, there were no outstanding borrowings. The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the Existing Credit Facility is incorporated herein by reference.


ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the 2026 Credit Facility is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.

(d)    Exhibits.
Exhibit No.Description of Exhibit
10.1
Credit Agreement dated as of September 10, 2026, among Schneider National Leasing, Inc., the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2
First Amendment of Credit Agreement dated as of September 10, 2026, among Schneider National Leasing, Inc., the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as Administrative Agent.
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


        

    



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.
    
    
Date: September 16, 2026SCHNEIDER NATIONAL, INC.
    
By:/s/ Thomas G. Jackson
Name:Thomas G. Jackson
Title:Executive Vice President, General Counsel and Corporate Secretary



Source: View Original Filing on SEC EDGAR

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