Material Agreement, Financial Obligation (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On September 26, 2025, Harrow, Inc., (the "Company"), and subsidiaries of the Company as guarantors ("Subsidiary Guarantors") entered into a Credit Agreement (the "New Credit Agreement") with Fifth Third Bank, National Association, as administrative agent for itself and the other lenders, the letter of credit issuer, the swing line lender, the sole lead arranger and the sole bookrunner ("Fifth Third") providing for a senior secured revolving credit facility in the initial principal amount of $40,000,000, together with an uncommitted incremental revolving line of credit in the principal amount of up to $20,000,000. The New Credit Agreement will mature on September 26, 2030 or, if earlier, the date that is 91 days prior to the earliest maturity date of the Company's 8.625% senior notes due 2030.

Borrowings under the New Credit Agreement bear interest at a floating rate equal to, at the Company's option, either (i) a base rate plus a margin ranging from 0.25% to 0.75%, or (ii) a Secured Overnight Financing Rate ("SOFR")-based rate plus a margin ranging from 1.25% to 1.75%. In addition, an unused fee of 0.25% per annum is payable monthly in arrears based on the undrawn portion of the commitments in respect of the New Credit Agreement. Borrowings under the New Credit Agreement are secured by a first priority lien in substantially all of the present and future property and assets, real and personal, of the Company and the Subsidiary Guarantors, subject to customary exceptions.

Under the New Credit Agreement, the Company is subject to certain customary affirmative and negative covenants, including, among others, limitations on the ability of the Company, the Subsidiary Guarantors and their subsidiaries to incur debt, dispose of assets, make investments and acquisitions, incur or permit liens, enter into affiliate transactions, merge or consolidate with others, pay dividends or other distributions and prepay indebtedness, in each case, subject to certain exceptions. In addition, the New Credit Agreement contains certain financial covenants requiring the Company to maintain, on a consolidated basis as of the last day of each month, a fixed charge coverage ratio of at least 1.10 to 1.0.

The foregoing description of the New Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Agreement, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the three months ending September 30, 2025.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent applicable, the disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.