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Williams-Sonoma 8-K Report, Material Agreement (Jun 27, 2025)

Reports
Material Agreements·Financial Events
Filing Date
Filed June 27, 2025
Period End
June 26, 2025
Security
WSM
In the record · 2016–202610-K1110-Q328-K84

WSM filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 84 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jan ’18Jan ’18
  2. Material agreement8-K · Aug ’20Aug ’20
  3. Leadership change8-K · Sep ’22Sep ’22
  4. Leadership change8-K · Oct ’26Oct ’26

Summary

Summary of the 8-K filed June 27, 2025. Cited figures are marked; the original filing is the authoritative source.

Williams-Sonoma, Inc. (WSM) entered into a Ninth Amended and Restated Credit Agreement on June 26, 2025 with Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, along with the lenders party thereto.

The amendment restates the Eighth Amended and Restated Credit Agreement dated September 30, 2021. Key changes include extending the unsecured revolving loan facility's maturity to June 26, 2030, and increasing aggregate revolving commitments from $500 million to $600 milliona. Other changes include raising the alternative currency and letter of credit sublimits from $75 million to $100 million, increasing the swingline sublimit from $40 million to $50 million, transitioning references to Term SOFR, and slightly reducing applicable margins and fees in some instances.

The Company had no revolving loans outstanding under the Amended Credit Agreement as of June 26, 2025. The facility retains a maximum leverage ratio financial covenant of 3.50 to 1.0, restrictions on indebtedness, liens, acquisitions, mergers and asset dispositions, and guarantees from certain U.S. subsidiaries.

The filing states that other terms of the existing agreement have not been materially changed. The full agreement will be filed with the Form 10-Q for the quarter ending August 3, 2025.

Key Highlights

  1. Credit facility maturity extended to June 26, 2030 under the Ninth Amended and Restated Credit Agreement, dated June 26, 2025.
  2. Aggregate revolving commitments increased from $500 million to $600 million.
  3. Alternative currency and letter of credit sublimits increased from $75 million to $100 million; swingline sublimit increased from $40 million to $50 million.
  4. Revolving loan pricing ranges from 0% to 0.550% margin over the prime-based rate and from 0.910% to 1.550% margin over Term SOFR, based on the leverage ratio; facility fees range from 0.090% to 0.200%.
  5. No revolving loans were outstanding under the Amended Credit Agreement as of June 26, 2025.
  6. Financial covenant requires a maximum leverage ratio of 3.50 to 1.0, with limits on indebtedness, liens, acquisitions, mergers and asset dispositions.
  7. Obligations are guaranteed by certain U.S. subsidiaries; events of default include a 2% default interest increase and potential acceleration.

Frequently Asked Questions

  1. What did Williams-Sonoma change in its credit facility?

    The company entered into a Ninth Amended and Restated Credit Agreement with Bank of America, N.A. as administrative agent. It extends the revolving facility's maturity to June 26, 2030, raises aggregate revolving commitments to $600 million from $500 million, and increases several sublimits.

  2. Does Williams-Sonoma have borrowings under the new facility?

    As of June 26, 2025, the company had no revolving loans outstanding under the Amended Credit Agreement.

  3. How is the cost of borrowing determined?

    Prime-based borrowings carry a margin of 0% to 0.550% based on the leverage ratio, while Term SOFR borrowings carry a margin of 0.910% to 1.550%. Facility fees range from 0.090% to 0.200%, also based on the leverage ratio.

  4. What financial covenant applies to the facility?

    The facility requires a maximum leverage ratio of 3.50 to 1.0, measured as funded debt adjusted for lease and rent expense to earnings before interest, income tax, depreciation, amortization and rent expense.

  5. Where can investors find the complete terms of the agreement?

    The filing states that a complete copy of the Amended Credit Agreement will be filed with the company's Form 10-Q for the fiscal quarter ending August 3, 2025.