Resolute Holdings Management, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended March 31, 2026, none of the Company’s directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Credit Agreement
Item 1.01 Entry into a Material Definitive Agreement
On May 7, 2026, Resolute Holdings entered into a Second Amendment (the “Resolute Credit Facility Amendment”), to the credit agreement (as amended, the “Resolute Credit Agreement”) governing its existing $30.0 million revolving credit facility (the “Resolute Credit Facility”). The Resolute Credit Facility Amendment provides for (i) new term loan commitments in an aggregate principal amount of $60.0 (the “Resolute Term Loan”) which may be funded within three (3) business days after the effective date of the Resolute Credit Facility Amendment and (ii) certain other amendments to the Resolute Credit Facility, including, among other things, the reallocation of the revolving commitments among the lenders, which aggregate amount remains $40.0 million, substantially concurrently with the funding of the Resolute Term Loan on the date thereof. Upon the closing of the Resolute Credit Facility Amendment, Resolute Holdings intends to use $10.0 million of the proceeds of the Resolute Term Loan to partially repay outstanding revolving borrowings under the Resolute Credit Facility.
The rate of interest for revolving and term loan borrowings under the Resolute Credit Facility was increased to a rate per annum equal to, at the option of Resolute Holdings, (i) a rate equal to the higher of (a) the rate of interest last quoted by the Wall Street Journal as the prime rate in the U.S., or (b) the Federal Reserve Bank of New York Rate in effect on such day plus one-half of 1%, and (c) the Term SOFR rate for a one-month interest period commencing two (2) business days prior to such day plus 1.00% (provided that in no event shall such Term SOFR rate be less than 0.00% per annum) in each case plus an applicable margin of 1.50%, with step-downs to 1.25% and 1.00% per annum based on Resolute Holdings’ Funded Indebtedness to EBITDA Ratio or (ii) a Term SOFR based benchmark rate for the applicable period (provided that in no event shall such Term SOFR rate be less than 0.00% per annum) plus an applicable margin of 2.50%, with step-downs to 2.25% and 2.00% per annum based on Resolute Holdings’ Funded
Indebtedness to EBITDA Ratio. The Term Loans mature on the third anniversary of the effective date of the Resolute Credit Facility Amendment and amortize in quarterly installments, commencing September 30, 2026. The parties to the Amended Credit Agreement continue to have the same obligations set forth in the existing Resolute Credit Agreement, the material terms of which are otherwise unchanged. Capitalized terms used but not defined in this section have the meanings given to them in the Resolute Credit Agreement. The foregoing description of the Resolute Credit Facility Amendment and the Resolute Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Resolute Credit Facility Amendment, a copy of which is filed as Exhibit 10.4 hereto 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 set forth in Item 1.01 above is incorporated by reference herein.
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