Trimble Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Industrial Machinery/Components
Industrials
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): December 3, 2025
(Exact name of registrant as specified in its charter)
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Item 1.01 Entry into a Material Definitive Agreement.
On December 4, 2025, Trimble Inc. (the “Company”) entered into a Credit Agreement, by and among the Company, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (the “Credit Agreement”). The Credit Agreement provides for an unsecured revolving loan facility in the aggregate principal amount of $1.25 billion. As of December 4, 2025 there were no revolving loans outstanding under the Credit Agreement. The Credit Agreement replaces the Company’s prior Credit Agreement, dated as of March 24, 2022, as amended, among the Company, the borrowing subsidiaries from time to time party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the “Prior Credit Agreement”), which was terminated concurrently with entering into the Credit Agreement, as disclosed below under Item 1.02.
The Credit Agreement permits the Company to increase the commitments for revolving loans in an aggregate principal amount of up to $500.0 million. Incremental commitments are subject to the satisfaction of certain conditions, including obtaining additional commitments from the lenders then party to the Credit Agreement or new lenders.
Use of Proceeds. The proceeds of the revolving loans under the Credit Agreement may be used by the Company for working capital and general corporate purposes, including the financing of acquisitions.
Borrowings and Repayments. The Company may borrow, repay and reborrow funds under the revolving facility until its maturity on December 4, 2030, at which time such revolving facility will terminate, and all outstanding loans under such facility, together with all accrued and unpaid interest, must be repaid. Revolving loans may be prepaid and revolving loan commitments may be permanently reduced by the Company in whole or in part, subject to certain minimum thresholds, without penalty or premium, subject to customary breakage costs for certain types of loans.
Fees and Interest Rates. Amounts not borrowed under the revolving facility will be subject to a commitment fee, to be paid quarterly in arrears, ranging from 0.075% to 0.275%, depending on either the Company’s credit rating at such time or the Company’s leverage ratio as of its most recently ended fiscal quarter, whichever results in more favorable pricing to the Company. The Company is also obligated to pay other customary closing fees, arrangement fees and administration fees for a credit facility of this size and type.
Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either: (a) the alternate base rate, which is defined as a fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.50% per annum, and (iii) a term SOFR rate determined on the basis of a one-month interest period, plus 1.00%, and in each case, plus a margin of between 0.00% and 0.750%; (b) a term SOFR rate (based on one, three or six month interest periods), plus a margin of between 0.875% and 1.750%; (c) an adjusted SONIA rate, plus a margin of between 0.875% and 1.750%; or (d) an adjusted EURIBOR rate (based on one, three or six-month interest periods), plus a margin of between 0.875% and 1.750%. The applicable margin in each case is determined based on either the Company’s credit rating at such time or the Company’s leverage ratio as of its most recently ended fiscal quarter, whichever results in more favorable pricing to the Company. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate, monthly in arrears with respect to borrowing bearing interest at the SONIA rate, or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate or EURIBOR rate.
Representations; Covenants. The Credit Agreement contains various customary representations and warranties by the Company, which include customary materiality, material adverse effect and knowledge qualifiers. The Credit Agreement contains customary affirmative and negative covenants including, among other requirements, negative covenants that restrict the Company’s and its subsidiaries’ ability to create liens and that restrict the ability of the subsidiaries to incur indebtedness. Further, the Credit Agreement contains a financial covenant that requires the maintenance of a maximum leverage ratio.
Events of Default. The Credit Agreement contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control. If any principal is not paid when due, interest on such amount will accrue at an increased rate. Upon the occurrence and during the continuance of an event of default, the lenders may accelerate the Company’s obligations under the Credit Agreement; however, that acceleration will be automatic in the case of bankruptcy and insolvency events of default involving the Company.
A copy of the Credit Agreement is attached hereto as Exhibit 10.1. The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement.
Item 1.02 Termination of a Material Definitive Agreement.
On December 4, 2025, in connection with the Company’s entry into the Credit Agreement, the Company terminated all revolving loan commitments under the Prior Credit Agreement. On such date, no loans were outstanding under the Prior Credit Agreement.
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 under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On December 3, 2025, the Board of Directors authorized the repurchase of up to $1.0 billion in shares of the Company’s common stock. The stock repurchase authorization does not have an expiration date and replaces the prior authorization of up to $1.0 billion, of which $273 million was remaining as of the end of the third quarter of 2025, but is now cancelled.
Under the stock repurchase program, the Company may repurchase shares of the Company’s common stock from time to time, through accelerated share repurchase programs, open market transactions, privately negotiated transactions, block purchases, tender offers, or other means. The program may be suspended, modified, or discontinued at any time at the Company’s discretion without prior notice.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | The cover page from this 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.
TRIMBLE INC. a Delaware corporation | ||||||||
Date: December 5, 2025 | By: | /s/ Phillip Sawarynski | ||||||
Phillip Sawarynski | ||||||||
| Chief Financial Officer | ||||||||