Chemours Co

Amendment to Amended and Restated Credit Agreement.

On May 2, 2025 (the “Amendment No. 3 Effective Date”), the Company entered into Amendment No. 3 (the “Amendment”) among the Company, certain subsidiaries of the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends the Second Amended and Restated Credit Agreement, dated as of August 18, 2023, among the Company, the lenders from time to time party thereto and the Administrative Agent (as amended, supplemented or otherwise modified from time to time prior to May 2, 2025, the “Existing Credit Agreement” and as amended by the Amendment, the “Credit Agreement”). The Amendment increased the total net leverage ratio thresholds governing the applicable rate for Extended Revolving Commitments (as defined below), increased the maximum senior secured net leverage ratio quarterly maintenance test through the fiscal quarter ended September 30, 2026, extended the termination date of certain revolving commitments and increased the aggregate revolving commitments available to $1,000.0 million. As described more fully below, after the consummation of the transactions contemplated by the Amendment (the “Amendment No. 3 Transactions”), the Company’s revolving commitments are comprised of $780.0 million in revolving commitments terminating on May 2, 2030 and $220.0 million in revolving commitments terminating on October 7, 2026; in each case, subject to springing maturity provisions described more fully below.

Financial Covenant

The Credit Agreement includes a quarterly maintenance test of the senior secured net leverage ratio for the benefit of the lenders holding revolving commitments and revolving loans. Among the changes made to the senior secured net leverage ratio, the Amendment increased the senior secured net leverage ratio quarterly maintenance test from 2.00 to 1.00 to (x) 2.75 to 1.00 for the fiscal quarters ended March 31, 2025 through and including March 31, 2026, (y) 2.50 to 1.00 for the fiscal quarters ended June 30, 2026 and September 30, 2026 and (z) 2.00 to 1.00 for the fiscal quarters ended December 31, 2026 and thereafter.

Extended Revolving Maturity Date and Incremental Revolving Commitments

The Amendment extended the revolving maturity date with respect to $580.0 million of our revolving commitments existing immediately prior to the consummation of the Amendment No. 3 Transactions to May 2, 2030 (such extended commitments, the “Extended Revolving Commitments” and such date the “Extended Revolving Maturity Date”). Following such extension, $320.0 million in existing revolving commitments continued to terminate on October 7, 2026 (such commitments, the “Non-Extended Revolving Commitments”). The Amendment reduced the Non-Extended Commitments by $100.0 million, such that $220.0 million in Non-Extended Commitments terminating October 7, 2026 remained available. The Amendment put in place $200.0 million in incremental revolving commitments of the Extended Revolving Commitments, such that $780.0 million in Extended Revolving Commitments are available.

Springing Maturity

The Extended Revolving Commitments and the Non-Extended Revolving Commitments are subject to springing maturity to the date that is 91 days prior to the maturity date of the revolver springing maturity instruments if the applicable revolver springing maturity instrument has not been redeemed, refinanced, extended or replaced as of such date. The revolver springing maturity instruments are the U.S. Dollar-denominated Term Loans, the Euro-denominated Term Loans, each class of incremental term loans and refinancing term loans the stated maturity date of which is prior to the date that is 91 days after the Extended Revolving Maturity Date, the 5.375% senior notes due 2027, the 5.750% senior notes due 2028 and the 4.625% senior notes due 2029.

Pricing

The applicable rate for revolving loans varies based on our total net leverage ratio. Following the Amendment No. 3 Transactions, the applicable rate for Extended Revolving Commitments is set at adjusted term SOFR plus 2.00%, with three 0.25% reductions in pricing upon achievement of total net Leverage ratio thresholds equal to 4.00 to 1.00, 3.00 to 1.00 and 2.00 to 1.00. Prior to the Amendment No. 3 Transactions, the applicable rate was set at adjusted term SOFR plus 2.00%, with three 0.25% reductions in pricing upon achievement of total net leverage ratio thresholds equal to 3.75 to 1.00, 2.75 to 1.00 and 1.75 to 1.00. The total net leverage ratio thresholds governing the applicable rate for Non-Extended Revolving Commitments remains the same as the thresholds in place immediately prior to the Amendment No. 3 Transactions.

The commitment fee for unused revolving commitments also varies based on our total net leverage ratio. Following the Amendment No. 3 Transactions, the commitment fee for Extended Revolving Commitments is set at 0.25%, with three 0.05% reductions in pricing upon achievement of total net leverage ratio thresholds equal to 4.00 to 1.00, 3.00 to 1.00 and 2.00 to 1.00. Prior to the Amendment No. 3 Transactions, the commitment fee was set at 0.25%, with three 0.05% reductions in pricing upon achievement of total net leverage ratio thresholds equal to 3.75 to 1.00, 2.75 to 1.00 and 1.75 to 1.00. The total net leverage ratio thresholds governing the commitment fee for Non-Extended Revolving Commitments remains the same as the thresholds in place immediately prior to the Amendment No. 3 Transactions.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Insider Trading Arrangements.

None of the Company's directors or officers adopted, modified, orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b501 trading arrangement during the Company's fiscal quarter ended March 31, 2025.

Item 6. EXHIBITS