Item 5. Other Information

Entry into a Material Definitive Agreement and Creation of a Direct Financial Obligation

On July 22, 2022, Consumers entered into an unsecured $1,000,000,000 Term Loan Credit Agreement (the “Agreement”) among Consumers, as borrower, the lenders listed therein (the “Lenders”), U.S. Bank National Association, as Agent for the Lenders and as a Lender, and the other financial institutions listed therein.

The Agreement expires on January 22, 2024. Consumers may borrow up to the full amount of the Agreement in up to three borrowings, which may be made, at Consumers’ option, at any time before November 30, 2022. Upon the earlier to occur of the third borrowing under the Agreement or November 30, 2022, any unused commitments of the Lenders to make loans under the Agreement shall terminate. Any borrowings under the Agreement will be used to fund working capital and for general corporate purposes.

Loans under the Agreement may be, at Consumers’ option, in the form of a Term SOFR Loan or Floating Rate Loan. Term SOFR Loans bear interest at an adjusted term SOFR (calculated based on one, three, or six-month term SOFR as of a specified date), plus a spread of 0.65% (the “Applicable Margin”). Floating

Rate Loans bear interest at an interest rate per annum equal to the Alternate Base Rate plus 0%. The Alternate Base Rate is a rate equal to the greatest of: (a) the Federal Funds Effective Rate, in effect on such day, plus 0.50%; (b) the Federal Funds Effective Rate, in effect on such day plus the Federal Funds Effective Rate Adjustment; and (c) the Term SOFR for a one‑month Interest Period, on such day (or if such day is not a Business Day or if the Term SOFR for such Business Day is not published due to a holiday or other circumstance that the Agent deems in its sole discretion to be temporary, the immediately preceding Business Day) plus 1.0%.

The Agreement contains customary covenants for facilities of this type, restricting, subject to certain exceptions, Consumers and its subsidiaries from, among other things:

• incurring additional liens;

• entering into mergers and consolidations; and

• selling more than 25% of its assets.

In addition, the Agreement requires that Consumers maintain a ratio of Total Consolidated Debt to Total Consolidated Capitalization of not greater than 0.65 to 1.0 and observe certain customary reporting requirements and other affirmative covenants, consistent with its current revolving credit facilities.

The Agreement also contains customary events of default for facilities of this type, the occurrence of which would allow the Lenders to accelerate all outstanding loans and terminate their commitments, including certain changes in control of Consumers that are not permitted transactions under the Agreement and cross-default provisions in the event Consumers or any of its subsidiaries defaults on indebtedness in a principal amount in excess of $75 million or receives judgments for the payment of money in excess of $75 million that are not discharged within 30 days.

Each of the Lenders have provided banking and underwriting services to Consumers.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the provisions of the Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein. Additionally, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.