UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 22, 2025

THE DAVEY TREE EXPERT COMPANY

(Exact name of registrant as specified in its charter)

1500 North Mantua Street

P.O. Box 5193 

Kent, OH 44240 

(Address of principal executive offices) (Zip Code)

(330) 673-9511

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

On September 22, 2025, The Davey Tree Expert Company (the “Company”) issued 5.19% Senior Notes, Series D, due September 22, 2030, in the aggregate principal amount of $100 million to certain affiliates of PGIM, Inc. (the “Series D Notes”). The Series D Notes were issued pursuant to the Note Purchase and Private Shelf Agreement, dated as of September 21, 2018, between the Company and PGIM, Inc. and certain affiliates of PGIM, Inc. (as amended, the “Note Purchase Agreement”). The net proceeds of the Series D Notes will be used to pay down borrowings under the Company’s existing revolving credit facility and for general corporate purposes.

The Series D Notes rank pari passu with all other senior unsecured obligations of the Company. Interest is payable quarterly in arrears, beginning December 22, 2025, with the principal due in full on September 22, 2030. The Company may prepay at any time all, or from time to time any part of, the outstanding principal amount of the Series D Notes, subject to the payment of a make-whole amount. The Series D Notes are subject to the terms of the Note Purchase Agreement, which contains customary events of default and covenants related to limitations on indebtedness and transactions with affiliates and the maintenance of certain financial ratios.

The Series D Notes are guaranteed by the following subsidiaries of the Company: Davey Tree Surgery Company, Wolf Tree Inc., Davey Resource Group, Inc., and Wetlands Studies and Solutions, Inc.

Following the issuance of the Series D Notes, promissory notes in the aggregate principal amount of $250 million have been issued under the Note Purchase Agreement, of which $220 million was outstanding as of September 22, 2025, resulting in remaining availability under the Note Purchase Agreement of $30 million as of such date.

The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the provisions of the Note Purchase Agreement, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 to the Note Purchase Agreement, which were filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 27, 2018, Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2021, Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2024, and Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2025, respectively, and are incorporated herein by reference.

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 hereunto duly authorized.

Date: September 24, 2025