On October 2, 2026, Trimble Inc. entered into a Term Loan Credit Agreement, dated October 2, 2026, by and among the Company, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.
The agreement provides for an unsecured delayed draw term loan facility with an aggregate principal amount of $500.0 million. As of the date of the filing, no term loans have been borrowed under this agreement.
The Company may borrow term loans under the agreement in up to four draws on or prior to January 29, 2027. After this date, the undrawn commitments will automatically and permanently terminate. Borrowings that are repaid or prepaid may not be reborrowed. The term loans will mature on the date that is two years after the initial borrowing date, at which time all outstanding term loans, together with all accrued and unpaid interest, must be repaid.
The proceeds of the term loans may be used for general corporate purposes of the Company and its subsidiaries. The Company may also prepay the term loans and reduce the unutilized term loan commitments in whole or in part, subject to certain minimum thresholds, without penalty or premium, subject to customary interest breakage costs for term SOFR loans.
The agreement includes a ticking fee on the daily amount of undrawn commitments, accruing from December 1, 2026, ranging from 0.075% to 0.275% per annum. Borrowings under the agreement will bear interest at either an alternate base rate or a term SOFR rate, with margins ranging from 0.00% to 0.750% and 0.875% to 1.750%, respectively.
The agreement contains customary affirmative and negative covenants, including restrictions on the creation of liens and the incurring of indebtedness by subsidiaries. It also includes a financial covenant requiring the maintenance of a maximum leverage ratio. Events of default include non-payment of principal, interest, or fees, breach of covenants, bankruptcy and insolvency events, and events constituting a change of control.
