Werner Enterprises Inc: enters $1,100,000,000 unsecured credit facility

What happened

• The filing says Werner Enterprises, Inc. entered into a $1,100,000,000 unsecured credit facility (the "2026 Credit Agreement") on Oct 5, 2026. The 2026 Credit Agreement is scheduled to mature on Oct 5, 2031.
• The filing says the company borrowed $465,000,000 under the 2026 Credit Agreement on Oct 5, 2026 at a weighted average interest rate of 5.54%, based on the Secured Overnight Financing Rate ("SOFR") plus a margin of 1.50%.
• The filing says, concurrently, the company paid off and terminated its prior $1,075,000,000 unsecured credit facility dated Dec 20, 2022; borrowings of $431,700,000 under the 2026 Credit Agreement were used to pay off outstanding balances, accrued interest, and fees under the 2022 Credit Agreement.

Key details

• The 2026 Credit Agreement has a $100,000,000 maximum aggregate letters of credit limit and a $100,000,000 maximum swingline loan commitment, unchanged from the 2022 Credit Agreement.
• Revolving loans may bear interest at the company’s option at (i) Base Rate plus a margin of 0.125% to 0.750% or (ii) Term SOFR plus a margin of 1.125% to 1.750%; swingline loans bear interest at Daily Simple SOFR plus 1.125% to 1.750%.
• The filing says the 0.10% credit adjustment spread that was in the 2022 Credit Agreement was eliminated in the 2026 Credit Agreement.
• The 2026 Credit Agreement requires quarterly payment of a letter of credit commission of 1.125% to 1.750% per annum and a nonrefundable commitment fee of 0.125% to 0.250% per annum; these rates are tied to the company's ratio of net funded debt to Covenant Defined EBITDA.
• As of Oct 5, 2026, the filing says the company's outstanding debt totaled $840,000,000, including $465,000,000 of revolving credit loans under the 2026 Credit Agreement and $375,000,000 under the existing Loan Security Agreement; with $31,900,000 of stand-by letters of credit issued, remaining borrowing capacity is $603,100,000.
• The filing says there are two financial covenants: a maximum ratio of net funded debt to Covenant Defined EBITDA and a minimum ratio of Covenant Defined EBITDA to interest expense; a breach could result in default and lender remedies.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 1.02 (termination of a material definitive agreement), and Item 2.03 (creation of a direct financial obligation), covering the new $1,100,000,000 credit agreement, payoff and termination of the prior facility, and related borrowings and covenants. The filing does not show why the company acted.