{"url_path":"/sec/ottr/8-k/2026-06-05/item-2-03","section_key":"item-2-03","section_title":"Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1466593/0001466593-26-000061-index.html","accession_number":"0001466593-26-000061","cik":"0001466593","ticker":"OTTR","issuer_name":"Otter Tail Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1466593/0001466593-26-000061-index.html","primary_entity_key":"0001466593","primary_entity_name":"Otter Tail Corp"},"word_count":592,"has_tables":true,"body_markdown":"Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.\n\nAs previously reported in a Form 8-K filed by Otter Tail Corporation on March 23, 2026 (the “March 8-K”), Otter Tail Power Company (\"OTP”), a wholly owned subsidiary of Otter Tail Corporation, entered into a Note Purchase Agreement (the “Note Purchase Agreement”) on March 19, 2026, with the purchasers named therein (the “Purchasers”), pursuant to which OTP agreed to issue to the Purchasers, in a private placement transaction, $170,000,000 aggregate principal amount of the Company’s senior unsecured notes consisting of $100,000,000 in aggregate principal amount of its 5.33% Series 2026A Senior Unsecured Notes due March 19, 2036 (the “Series 2026A Notes”) and $70,000,000 in aggregate principal amount of its 6.04% Series 2026B Senior Unsecured Notes due June 4, 2056 (the “Series 2026B Notes”) (collectively, the “Notes”).\n\nOn June 4, 2026, OTP issued the Series 2026B Notes pursuant to the Note Purchase Agreement for aggregate proceeds of $70,000,000. OTP will use the proceeds from the issuance to fund capital expenditures, refinance existing indebtedness, and for general corporate purposes.\n\nAs reported in the March 8-K, the Note Purchase Agreement contains a number of restrictions on the business of OTP that were effective upon execution of the Note Purchase Agreement. These include restrictions and limitations on OTP’s abilities to merge, sell substantially all assets, create or incur liens on assets, guarantee the obligations of any other party, and engage in transactions with affiliates. The Note Purchase Agreement also contains other negative covenants and events of default, as well as certain financial covenants. Specifically, OTP may not permit its Interest-bearing Debt (as defined in the Note Purchase Agreement) to exceed 65% of Total Capitalization (as defined in the Note Purchase Agreement), determined as of the end of each fiscal quarter. OTP is also restricted from allowing its Priority Indebtedness (as defined in the Note Purchase Agreement) to exceed 20% of Total Capitalization, determined as of the end of each fiscal quarter.\n\nAs reported in the March 8-K, the Note Purchase Agreement allows OTP to prepay all or any part of the Notes (in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding in the case of a partial prepayment) at 100% of the principal amount so prepaid, together with unpaid accrued interest and a make-whole amount; provided that if no default or event of default exists under the Note Purchase Agreement, any prepayment made by OTP of all of the Series 2026A Notes then outstanding on or after December 19, 2035, or the Series 2026B Notes then outstanding on or after December 4, 2055, will be made without any make-whole amount. The Note Purchase Agreement also requires OTP to offer to prepay all outstanding Notes at 100% of the principal amount together with unpaid accrued interest in the event of a Change of Control (as defined in the Note Purchase Agreement).\n\nThe summary in this Item 2.03 of the material terms of the Note Purchase Agreement is qualified in its entirety by reference to the full text of the Note Purchase Agreement, a copy of which was filed as [Exhibit](https://www.sec.gov/Archives/edgar/data/1466593/000146659326000034/ottertailpowernotepurchase.htm)[10](https://www.sec.gov/Archives/edgar/data/1466593/000146659326000034/ottertailpowernotepurchase.htm)[.](https://www.sec.gov/Archives/edgar/data/1466593/000146659326000034/ottertailpowernotepurchase.htm)[1](https://www.sec.gov/Archives/edgar/data/1466593/000146659326000034/ottertailpowernotepurchase.htm) to the March 8-K and is incorporated herein by reference.\n\nSIGNATURE\n\nPursuant 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.\n\nOTTER TAIL CORPORATION\n\nDate: June 5, 2026By:/s/ Tyler J. Nelson\n\nTyler J. Nelson\n\nVice President and Chief Financial Officer"}