[8-K] APPLIED INDUSTRIAL TECHNOLOGIES INC Reports Material Event

Rhea-AI Filing Summary

Applied Industrial Technologies (AIT) entered a new senior unsecured Credit Agreement providing a $900 million revolving credit facility to refinance its prior facility and fund working capital and other general corporate purposes, which may include acquisitions. The agreement, with KeyBank as Administrative Agent, includes a $25 million swing line sublimit and a $50 million letter of credit sublimit, and permits up to $800 million of additional commitments via revolver upsizing or incremental term loans.

The facility matures on October 24, 2030 and is guaranteed by certain U.S. and foreign subsidiaries. Borrowings bear interest at either the base rate plus 0–35 bps or adjusted term SOFR plus 80–135 bps, in each case based on AIT’s net leverage ratio. Covenants include a minimum interest coverage ratio of 2.75x and a maximum net leverage ratio of 3.75x, which may increase to 4.25x in connection with certain material acquisitions. The agreement contains customary fees, covenants, and events of default and replaces AIT’s prior $900 million credit agreement dated December 9, 2021.

Insights

Credit markets analyst

$900M revolver extended to 2030 with flexible accordion and standard covenants.

AIT secured a senior unsecured $900 million revolving facility, replacing a 2021 agreement and extending liquidity through October 24, 2030. Pricing scales to leverage, with base plus 0–35% of 1% (bps) or adjusted term SOFR plus 80–135% of 1% (bps). Sublimits include $25 million for swing line loans and $50 million for letters of credit.

Financial maintenance covenants set a minimum interest coverage of 2.75x and a maximum net leverage of 3.75x, stepping to 4.25x upon certain material acquisitions. Guarantees from U.S. and foreign subsidiaries support lender protections.

An accordion of up to $800 million permits additional commitments through revolver increases or incremental term loans. Actual utilization and cost will depend on leverage; subsequent filings may provide specific borrowings or fees.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

APPLIED INDUSTRIAL TECHNOLOGIES INC false 0000109563 0000109563 2025-10-24 2025-10-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 24, 2025

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Ohio		1-2299		34-0117420
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
One Applied Plaza Cleveland, Ohio				44115
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (216) 426-4000

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 (see General Instruction A.2. below):

☐ 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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, without par value		AIT		New 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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

Senior Unsecured Credit Agreement

On October 24, 2025 (the “Closing Date”), Applied Industrial Technologies, Inc. (the “Registrant”) entered into a Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto and KeyBank National Association, as Administrative Agent for itself and the other financial institutions, providing for a $900 million senior unsecured revolving credit facility (the “Credit Facility”). The Credit Agreement also permits the Registrant to elect to increase the total commitment amount under the Credit Facility, not to exceed an aggregate of $800 million of additional borrowing, through (a) increases to the revolving borrowing amount or (b) incremental term loans. The Credit Facility also provides for a $25 million sublimit for swing line loans and a $50 million sublimit for letters of credit. The Registrant will use the Credit Facility to (1) refinance the Registrant’s existing credit facility, and (2) provide funds for ongoing working capital and other general corporate purposes of the Registrant, which may include acquisitions

The Credit Facility will mature on October 24, 2030. The obligations of the Registrant under the Credit Agreement have been guaranteed by certain of the Registrant’s U.S. and foreign subsidiaries.

Loans under the Credit Agreement will bear interest, at the Registrant’s election, at either (a) the base rate plus a margin that ranges from 0 to 35 basis points based on the Registrant’s net leverage ratio, or (b) an adjusted term SOFR rate (based on one, three or six-month interest periods) plus a margin that ranges from 80 to 135 basis points based on the Registrant’s net leverage ratio. The Registrant is also obligated to pay other customary closing fees, arrangement fees, administration fees, facility fees and letter of credit fees for a credit facility of this size and type.

The Credit Agreement contains customary covenants, including but not limited to, limitations on the Registrant’s ability and, in certain instances, the Registrant’s subsidiaries’ ability, to incur indebtedness, incur liens or sell or transfer assets and stock. Additionally, the Registrant may not permit its interest coverage ratio to be less than 2.75 to 1.0 or its net leverage ratio to exceed 3.75 to 1.0 on the Closing Date and thereafter. However, upon notification to the Administrative Agent, the applicable maximum permissible net leverage ratio level can be increased to 4.25 to 1.0 in connection with certain material acquisitions.

Upon the occurrence of an event of default, the Registrant’s obligations under the Credit Agreement may be accelerated. Such events of default include payment defaults to lenders under the Credit Agreement, covenant defaults, certain ERISA defaults, change of control and other customary defaults.

The lenders under the Credit Agreement and their affiliates have engaged and may engage in commercial and investment banking transactions with the Registrant in the ordinary course of business and also provide or have provided advisory and financial services to the Registrant.

The above description of the Credit Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

The Credit Agreement replaces Registrant’s prior $900 million credit agreement dated as of December 9, 2021, among the Registrant, KeyBank National Association as Administrative Agent, and various financial institutions. The 2021 credit agreement was filed as Exhibit 10.1 to the Registrant’s Form 8-K dated December 9, 2021.

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 is incorporated by reference in this Item 2.03.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.
10.1		$900 million Credit Agreement dated as of October 24, 2025, among Applied Industrial Technologies, Inc., KeyBank National Association as Agent, and various financial institutions.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain portions of the schedules to the Credit Agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish an unredacted copy of these schedules to the SEC upon request.

SIGNATURE

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, thereunto duly authorized.

APPLIED INDUSTRIAL TECHNOLOGIES, INC.
By:		/s/ Jon S. Ploetz
		Jon S. Ploetz, Vice President – General Counsel & Secretary

Date: October 24, 2025