WORLD KINECT CORPWKC
WORLD KINECT CORP Debt Disclosure
9. Debt, Interest Income, Expense, and Other Finance Costs
Long-Term Debt
Our outstanding debt consists of the following (in millions):
| As of December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
Credit Facility | $ | — | $ | — | |||||||
Term Loan | 346.5 | 455.3 | |||||||||
Convertible Notes (1) | 343.4 | 340.9 | |||||||||
Finance leases (2) | 4.4 | 29.9 | |||||||||
Other (3) | 2.8 | 54.7 | |||||||||
| Total debt | 697.1 | 880.8 | |||||||||
| Less: Current maturities of long-term debt and finance leases | 11.9 | 84.0 | |||||||||
| Long-term debt | $ | 685.2 | $ | 796.8 | |||||||
(1)As of December 31, 2025 and 2024 the net carrying amount of the Convertible Notes includes the aggregate principal amount of $350.0 million, net of unamortized debt issuance costs of $6.6 million and $9.1 million, respectively. The fair value of the Convertible Notes was estimated to be approximately $378.3 million and $395.7 million as of December 31, 2025 and 2024, respectively, using the Level 2 observable input of quoted market prices in an inactive market.
(2)See Note 12. Leases for additional information.
(3)Includes secured borrowings for the transfer of tax receivables of $50.3 million (EUR 48.5 million) as of December 31, 2024, which were repaid during the year ended December 31, 2025.
Annual Maturities
As of December 31, 2025, the aggregate annual maturities of debt are as follows (in millions):
| Year Ended December 31, | |||||
| 2026 | $ | 9.3 | |||
| 2027 | 11.7 | ||||
| 2028 | 365.9 | ||||
| 2029 | 17.2 | ||||
| 2030 | 292.9 | ||||
| Thereafter | — | ||||
| Total | $ | 697.1 | |||
Issuance of Convertible Debt
On June 26, 2023, we issued $350.0 million aggregate principal amount of 3.250% Convertible Senior Notes due 2028 (the "Convertible Notes"). The Convertible Notes mature on July 1, 2028, unless earlier converted, redeemed or repurchased. We may not redeem the Convertible Notes prior to July 6, 2026. Thereafter and until the 61st scheduled trading day immediately preceding the maturity date, we may redeem for cash, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the related Notice of Redemption. Prior to March 1, 2028, the Convertible Notes will be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2023 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period in which, for each trading day of that period, the Trading Price (as defined in the Indenture), as determined following a request by a holder of Convertible Notes in accordance with the procedures described in the Indenture, per $1,000 principal amount of Convertible Notes for such trading day was
less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events described in the Indenture. Thereafter and until the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders may convert regardless of the foregoing conditions.
The Convertible Notes are senior, unsecured obligations that bear interest at a rate of 3.250% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2024. The initial conversion rate was 35.1710 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $28.43 per share. The conversion rate is subject to adjustment upon the occurrence of certain events, including quarterly cash dividends in excess of $0.14 per share, subject to an elective deferral provision that generally permits us to defer adjustments until they cumulatively result in an aggregate change of at least 1% to the conversion rate. Our Board of Directors has declared quarterly dividends in excess of $0.14 per share since the first quarter of 2024, and we had previously elected to defer the adjustments otherwise required by the payment of these dividends. Effective December 15, 2025, our conversion rate was adjusted to 35.6103 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $28.08 per share. We expect to continue to defer future conversion rate adjustments to the extent permitted by the terms governing the Convertible Notes. The conversion rate will not be adjusted for accrued and unpaid interest. Upon conversion, the Convertible Notes will be settled in cash up to the aggregate principal amount of the Convertible Notes to be converted, and in cash, shares of common stock or any combination thereof, at our option, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount.
In connection with the pricing of the Convertible Notes during the year ended December 31, 2023, we entered into convertible note hedge transactions and warrant transactions. The cost of the convertible note hedge transactions was approximately $70.5 million. The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, the number of shares of common stock that initially underlie the Convertible Notes, and have an initial strike price equal to the initial conversion price of the Convertible Notes. As a result of the payment of dividends on our common stock in excess of $0.14 per share, the strike price of the convertible note hedges was adjusted to approximately $28.08 per share as of December 31, 2025. Separately, during the year ended December 31, 2023, we received $40.0 million of proceeds from the sale of warrants to acquire, subject to anti-dilution adjustments, the same amount of shares at an initial strike price of $40.14 per share. As a result of the payment of dividends on our common stock in excess of $0.14 per share, the strike price of the warrants was adjusted to approximately $39.64 per share as of December 31, 2025. The net cost of $30.5 million was recorded as a reduction to additional paid-in capital in the Consolidated Statements of Shareholders’ Equity during the year ended December 31, 2023.
Credit Agreement
Our Credit Agreement matures in November 2030 and provides for a revolving credit facility and term loan borrowings. On November 10, 2025, we entered into Amendment No. 11 to the Fourth Amended and Restated Credit Agreement (as amended, the "Credit Agreement"), to amend certain terms and conditions of our credit facility, including to: (i) extend the maturity from April 1, 2027 to November 10, 2030 and provide the Company with a one-time, one-year maturity date extension option, subject to certain conditions; (ii) increase the revolving credit facility provided under the Credit Agreement from $1.50 billion to $1.65 billion (the "Credit Facility"); (iii) replace the existing term loan with a new term loan in the original principal amount of $350.0 million (the "Term Loan"), thereby maintaining the total borrowing capacity under the credit facility at $2.0 billion; (iv) modify the pricing of the loans and related fees, including reducing the number of applicable pricing levels, such that: (a) amounts outstanding bear interest at varying rates, plus a margin ranging from 1.500% - 2.125% for Term SOFR loans and alternative currency loans, and between 0.500% and 1.125% for base rate loans; and (b) lowering the pricing on commitment fees to a range of 0.225% - 0.300%, in each case depending on a defined consolidated total leverage ratio; and (v) modify certain financial and other covenants to provide greater operating flexibility.
Under the Credit Facility, up to $1.65 billion aggregate principal amount may be borrowed, repaid and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing. Our Credit Facility includes a sublimit of $400.0 million for the issuance of letters of credit and bankers' acceptances, and we have the right to request increases in available borrowings up to an additional $350.0 million, or more under certain conditions.
As of December 31, 2025 and 2024, we had issued letters of credit under the Credit Facility totaling $93.8 million and $17.9 million, respectively. As of December 31, 2025 and 2024, the unused portion of our Credit Facility was $1.6 billion and $1.5 billion, respectively. The unused portion of our Credit Facility is limited by, among other things,
our consolidated total leverage ratio, which limits the total amount of indebtedness we may incur, and may, therefore, fluctuate from period to period.
Borrowings under our Credit Facility and Term Loan related to base rate loans or Term SOFR loans and alternative currency loans bear floating interest rates plus applicable margins. As of December 31, 2025, the applicable margins for base rate loans and Term SOFR loans and alternative currency loans were 0.875% and 1.875%, respectively.
Our Credit Agreement contains certain financial and other covenants with which we are required to comply. As of December 31, 2025, we were in compliance with all financial covenants contained in our Credit Agreement.
Other Credit Lines
Outside of our Credit Facility, we have other uncommitted credit lines primarily for the issuance of letters of credit, bank guarantees and bankers’ acceptances. These credit lines are renewable on an annual basis and are subject to fees at market rates. As of December 31, 2025 and 2024, our outstanding letters of credit and bank guarantees under these credit lines totaled $396.4 million and $360.1 million, respectively.
Substantially all of the letters of credit and bank guarantees issued under our Credit Facility and the uncommitted credit lines were provided to suppliers in the normal course of business and generally expire within one year of issuance. Expired letters of credit and bank guarantees are renewed as needed.
Interest Income, Expense, and Other Financing Costs
The following table provides additional information about our interest income (expense), and other financing costs, net (in millions):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Interest income | $ | 11.4 | $ | 13.8 | $ | 7.8 | |||||||||||
| Interest expense and other financing costs | (112.0) | (116.0) | (135.5) | ||||||||||||||
| Interest expense and other financing costs, net | $ | (100.6) | $ | (102.2) | $ | (127.7) | |||||||||||
The weighted average interest rate on our short-term debt, excluding secured borrowings, was 5.6% and 6.7% as of December 31, 2025 and 2024, respectively.
During the years ended December 31, 2025, 2024, and 2023, we recognized interest expense of $13.8 million, $13.6 million, and $7.2 million associated with our Convertible Notes, which consisted of $11.4 million, $11.2 million, and $6.0 million, respectively, related to the 3.250% coupon rate and $2.5 million, $2.4 million, and $1.2 million, respectively, from the amortization of debt issuance costs.
Cash paid for interest, net of capitalized interest, was $105.8 million, $113.6 million, and $130.4 million during the years ended December 31, 2025, 2024, and 2023, respectivelyHistorical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Feb 21, 2017 | |
| 2015 | Feb 16, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.