Item 1.01. Entry into a Material Definitive Agreement.

On November 29, 2022, Power Solutions International, Inc. (the "Company" or "PSI") amended and restated its $50 million shareholder's loan agreement (the "Third Shareholder's Loan Agreement") with its majority stockholder, Weichai America Corp. ("Weichai"), to extend the loan maturity date to November 30, 2023. The $50 million loan under the Third Shareholder's Loan Agreement has been fully drawn as of the date of this report and is subordinated in all respects to the Company's existing $130 million senior secured revolving credit facility with Standard Chartered Bank (all of which has been fully borrowed as of December 2, 2022).

Borrowings under the Third Shareholder's Loan Agreement will incur interest at the applicable Secured Overnight Financing Rate ("SOFR"), plus 4.65% per annum. Further, if the applicable term SOFR is negative, the interest rate per annum shall be deemed as 4.65% per annum. If the interest rate for any loan under the Third Shareholder's Loan Agreement is lower than Weichai's borrowing cost, the interest rate for such loan shall be equal to Weichai's borrowing cost plus 1%.

The Company previously entered into three separate loan agreements with Weichai, including the $130 million second amended and restated shareholder's loan agreement (the "First Shareholder's Loan Agreement") on March 25, 2022, the $25 million second amended and restated shareholder's loan agreement (the "Second Shareholder's Loan Agreement") on March 25, 2022, and the $30 million shareholder's loan agreement (the "Fourth Shareholder's Loan Agreement") on April 20, 2022. As of December 2, 2022, PSI had no borrowings under the First Shareholder's Loan Agreement, $25 million of borrowings under the Second Shareholder's Loan Agreement and $4.8 million of borrowings under the Fourth Shareholder's Loan Agreement.

The foregoing description of the Third Shareholder's Loan Agreement is qualified in its entirety by the full text of the Third Shareholder's Loan Agreement, which is attached hereto as Exhibits 10.1 and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On December 2, 2022, the Company issued a press release announcing the Third Shareholder's Loan Agreement, which is attached as Exhibit 99.1 hereto.

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by reference in such a filing.

Caution Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements regarding the current expectations of the Company about its prospects and opportunities. These forward-looking statements are entitled to the safe-harbor provisions of Section 21E of the Securities Exchange Act of 1934. The Company has tried to identify these forward-looking statements by using words such as "anticipate," "believe," "budgeted," "contemplate," "estimate," "expect," "forecast," "guidance," "may," "outlook," "plan," "projection," "should," "target," "will," "would," or similar expressions, but these words are not the exclusive means for identifying such statements. These statements are subject to a number of risks, uncertainties, and assumptions that may cause actual results, performance or achievements to be materially different from those expressed in, or implied by, such statements.

The Company cautions that the risks, uncertainties and other factors that could cause its actual results to differ materially from those expressed in, or implied by, the forward-looking statements, include, without limitation: the impact of the ongoing COVID-19 pandemic could have on the Company's business and financial results; the Company's ability to continue as a going concern; the Company's ability to raise additional capital when needed and its liquidity; uncertainties around the Company's ability to meet funding conditions under its financing arrangements and access to capital thereunder; the potential acceleration of the maturity at any

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time of the loans under the Company's uncommitted senior secured revolving credit facility through the exercise by Standard Chartered Bank of its demand right; the impact of rising interest rates; the timing of completion of steps to address, and the inability to address and remedy, material weaknesses; the identification of additional material weaknesses or significant deficiencies; risks related to complying with the terms and conditions of the settlements with the Securities and Exchange Commission (the "SEC") and the United States Attorney's Office for the Northern District of Illinois (the "USAO"); variances in non-recurring expenses; risks relating to the substantial costs and diversion of personnel's attention and resources deployed to address the internal control matters; the Company's obligations to indemnify past and present directors and officers and certain current and former employees with respect to the investigations conducted by the SEC, which will be funded by the Company with its existing cash resources due to the exhaustion of its historical primary directors' and officers' insurance coverage; the ability of the Company to accurately forecast sales, and the extent to which sales result in recorded revenues; changes in customer demand for the Company's products; volatility in oil and gas prices; the impact of U.S. tariffs on imports from China on the Company's supply chain; impact on the global economy of the war in Ukraine; the impact of supply chain interruptions and raw material shortages; the potential impact of higher warranty costs and the Company's ability to mitigate such costs; any delays and challenges in recruiting and retaining key employees consistent with the Company's plans; any negative impacts from delisting of the Company's common stock par value $0.001 from the NASDAQ Stock Market and any delays and challenges in obtaining a re-listing on a stock exchange; and the risks and uncertainties described in reports filed by the Company with the SEC, including without limitation its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the Company's subsequent filings with the SEC.

The Company's forward-looking statements are presented as of the date hereof. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.                                    Description

10.1          First Amended and Restated Shareholder's Loan Agreement, dated as of
            November 29, 2022, between the Company and Weichai America Corp.

99.1          Press Release announcing the First Amended and Restated
            Shareholder's Loan Agreement

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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