CBT

• On August 21, 2026, Cabot Corporation completed the issuance and sale of $350 million aggregate principal amount of 4.950% senior notes due 2029.
• The offering was made under an automatically effective shelf registration statement on Form S-3ASR (Registration No. 333-276078) filed with the SEC on December 15, 2023.
• Cabot intends to use the net proceeds to redeem its $250 million aggregate principal amount of 3.40% Senior Notes due September 2026, with the remainder for working capital and general corporate purposes.
• The company filed the Second Supplemental Indenture and an opinion of Ropes & Gray LLP relating to the validity of the notes as exhibits to this Form 8-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• The offering is for $350 million aggregate principal amount of 4.950% notes due 2029, expected to close on or about August 21, 2026.
• The notes are being offered under an automatically effective shelf registration statement on Form S-3ASR (Registration No. 333-276078) filed with the SEC on December 15, 2023.
• The notes will be issued under a base indenture, as supplemented by a second supplemental indenture, with U.S. Bank Trust Company, National Association as trustee.
• Estimated offering expenses, excluding underwriting discounts and commissions, total $1,080,000, including a $48,332 SEC registration fee.
• The underwriting agreement is filed as Exhibit 1.1, and expense information is filed as Exhibit 99.1 to the Form 8-K.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Net sales and other operating revenues were $982 million for the quarter, up from $923 million in the same quarter last year.
• Reinforcement Materials segment EBIT fell $31 million year-over-year to $97 million, while Performance Chemicals EBIT rose $11 million to $68 million.
• The company reaffirmed approximately $40 million of full-year fiscal 2026 EBITDA for its Battery Materials product line and announced capacity expansion investments in the U.S. and China.
• Cabot announced Erica McLaughlin will succeed Sean Keohane as President and CEO, effective October 1, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Sean D. Keohane notified Cabot's Board on July 24, 2026 of his retirement as President and CEO and resignation as Director, effective September 30, 2026.
• McLaughlin's base salary will increase to $910,000 per year effective October 1, 2026, and her target short-term incentive award for fiscal 2027 was raised to 120% of base salary.
• Keohane will remain a non-executive employee through December 31, 2026 under a transition agreement providing continued salary, benefits, retirement vesting of equity awards, and 24 months of financial planning benefits.
• Cabot has commenced a search for a new Chief Financial Officer following McLaughlin's appointment.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The new credit facility matures on May 12, 2031, and borrowings may be made in multiple currencies for general corporate purposes.
• Interest rates on loans will be based on Term Benchmark or RFR Spread plus an applicable margin between 0.68% and 1.20%, depending on Cabot's credit ratings.
• The agreement includes a quarterly leverage test requiring net debt (offset by up to $200 million of cash) not to exceed 3.75x consolidated EBITDA, with a temporary increase to 4.25x following material acquisitions.
• Concurrently, Cabot terminated its existing $1 billion and €300 million revolving credit agreements, both of which were scheduled to mature on August 6, 2027.
• The credit agreement is filed as Exhibit 10.1 to the Form 8-K.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Reinforcement Materials segment EBIT fell 29% year-over-year to $93 million; Performance Chemicals EBIT rose 18% to $59 million.
• Company announced a 5% dividend increase, raising annualized dividend from $1.80 to $1.89 per share.
• Plans to close manufacturing operations in South America and Europe, expecting ~$22 million in annualized fixed cost savings.
• Reaffirmed full-year fiscal 2026 Adjusted EPS guidance of $6.00 to $6.50 per share.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Directors elected received votes ranging from 43,025,805 (Vanlancker) to 44,953,132 (Keohane), with broker non-votes of 1,897,152 for each.
• Stockholders approved, on an advisory basis, named executive officer compensation with 44,750,029 votes for, 615,613 against, and 169,484 abstentions.
• The appointment of Deloitte & Touche LLP as independent auditor for fiscal year ending September 30, 2026 was ratified with 45,671,483 votes for, 1,678,144 against, and 82,652 abstentions.
• The auditor ratification was a routine matter with no broker non-votes; the report was filed under Item 5.07 for shareholder vote disclosure.

5.07 Submission of Matters to a Vote of Security Holders

• Diluted EPS was $1.37 and Adjusted EPS was $1.53 for the quarter ended December 31, 2025.
• Reinforcement Materials segment EBIT fell 22% to $102 million on lower volumes; Performance Chemicals EBIT rose 7% to $48 million.
• Cash flows from operations were $126 million; the company returned $76 million to shareholders via dividends and buybacks.
• Full-year fiscal 2026 Adjusted EPS guidance narrowed to $6.00-$6.50 per share.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits