Schneider National, Inc.

7. DEBT AND CREDIT FACILITIES

As of December 31, 2025 and 2024, debt included the following:

Scheduled future debt principal payments are as follows:

Our Revolving Credit Agreement (the “2022 Credit Facility”) provides borrowing capacity of $250.0 million and allows us to request an additional increase in total commitment by up to $150.0 million, for a total potential commitment of $400.0 million through November 2027. The 2022 Credit Facility also includes a $100.0 million sublimit for the issuance of letters of credit. Standby letters of credit under this agreement totaled $0.4 million as of December 31, 2025 and 2024, primarily related to real estate lease requirements.

In the second quarter of 2024, we renewed our Receivables Purchase Agreement (the “2024 Receivables Purchase Agreement”), which provides borrowing capacity of up to $200.0 million against qualifying trade receivables through May 2027. This agreement includes a $100.0 million sublimit for the issuance of letters of credit, which was increased to $150.0 million pursuant to an amendment executed in the third quarter of 2025. Our previous agreement, the “2021 Receivables Purchase Agreement,” provided borrowing capacity of up to $150.0 million against qualifying trade receivables at rates based on the one-month Term SOFR and matured in July 2024. Borrowings under the 2024 Receivables Purchase Agreement were classified as long-term debt and finance lease obligations as of December 31, 2024. Standby letters of credit under these agreements totaled $102.9 million and $97.8 million as of December 31, 2025 and 2024, respectively, and were primarily related to certain insurance obligations.

On August 30, 2023, SNL issued and sold $50.0 million of senior promissory notes under a Private Shelf Agreement to certain affiliates of PGIM, Inc. (“Prudential”). These notes bear interest at 5.63% per year, are payable semiannually, and mature in August 2028.

On November 22, 2024, SNL entered into a credit agreement with Bank of America as administrative agent, establishing a delayed-draw term loan facility of up to $400.0 million. Borrowings under this unsecured facility bear interest at either the Term SOFR or ABR (Alternate Base Rate) at our election and mature in November 2029. During the first quarter of 2025, we drew the remaining $100.0 million of available capacity. Outstanding borrowings under this agreement totaled $347.5 million and $300.0 million as of December 31, 2025 and 2024, respectively. Beginning in September 2025, quarterly principal payments equal to 0.625% of the outstanding balance are due until maturity.

The credit agreements and the guaranty agreements related to the unsecured senior notes contain various financial and other covenants, including minimum consolidated net worth, consolidated net debt, restrictions on additional indebtedness, transactions with affiliates, shareholder debt, and restricted payments. These agreements also contain change-of-control provisions, which define a change-of-control as the Schneider family owning less than 50% of the combined voting power of our capital shares. A change-of-control event would result in immediate termination of unused commitments under the credit agreements and require repayment of all outstanding borrowings plus accrued interest and fees. Upon a change of control, the senior notes require us to offer prepayment of the outstanding principal and interest accrued to the date of prepayment, which is required to be within 20 to 60 days from the date of notice.

As of December 31, 2025, the Company was in compliance with all financial covenants.