ALLIANCE ENTERTAINMENT HOLDING (AENT) SEC Filings

Alliance Entertainment Holding Corporation (AENT) is seeking stockholder votes at its virtual 2026 annual meeting on November 5, 2026. Proposals include re-electing Executive Chairman Bruce Ogilvie and Chief Executive Officer Jeffrey Walker as Class III directors through the 2029 annual meeting; a non-binding advisory vote on named executive officer compensation; and a non-binding vote on future say-on-pay frequency. The board recommends “FOR” the two nominees and compensation proposal, and “EVERY THREE YEARS” for the frequency vote.

As of September 8, 2026, 50,979,630 Class A shares and 60,000,000 contingent Class E shares were outstanding and eligible to vote. During escrow, Class E holders agreed to vote in the same manner and proportion as Class A holders. Jeffrey Walker pledged 4,350,000 shares to Bruce Ogilvie as collateral for a $2.0 million personal loan dated May 21, 2026, bearing 12% annual interest and maturing May 21, 2027. Upon default, Ogilvie could acquire the shares through foreclosure or sale, potentially resulting in a change in control.

Alliance Entertainment Holding Corp (AENT) reported fiscal 2026 results showing solid top-line and profitability growth but weaker GAAP earnings and cash generation. Net revenues increased 8% to $1.15 billion, driven by higher physical music, movie and collectibles sales. Gross profit rose 15% to $152.3 million, with gross margin expanding to 13.3% from 12.5%. However, GAAP net income declined to $13.1 million from $15.1 million, pressured by a $7.8 million non-cash write-off of a historical vendor rebate receivable. Adjusted EBITDA increased 14% to $41.5 million, while adjusted net income rose 24% to $23.4 million and adjusted diluted EPS to $0.46. Operating cash flow was a $1.7 million use of cash versus $26.8 million provided in fiscal 2025, mainly due to higher inventory and receivables as working capital increased to $62.4 million. Alliance ended the year with $74.3 million outstanding under a $120 million revolver and $45.7 million of remaining availability, and benefited from a lower average effective interest rate of 6.1% versus 9.2% after refinancing.

Alliance Entertainment Holding Corp (AENT) reports fiscal year ended June 30, 2026 results showing modest growth and continued repositioning toward collectibles and technology-enabled distribution. Net revenues rose 8% to $1.15 billion from $1.06 billion, while net income declined to $13.1 million from $15.1 million as operating expenses and interest costs remained significant. EBITDA was $31.8 million and Adjusted EBITDA increased to $41.5 million from $36.5 million, reflecting underlying margin improvements.

The company deepened its studio relationships via exclusive physical-media distribution agreements with Paramount Pictures (effective 2025) and Amazon MGM Studios (2026), and expanded into authenticated collectibles through the Endstate Authentic acquisition and the launch of Alliance Authentic. The December 2024 purchase of Handmade by Robots added licensed vinyl collectible figures. Alliance continues to invest in warehouse automation (AutoStore expansion to 57,000 totes and OPEX Sure Sort X) to improve efficiency.

As of September 10, 2026, Alliance had 50,979,630 Class A shares and 60,000,000 contingent Class E shares outstanding, plus 9,919,993 warrants exercisable at $11.50 when the stock most recently traded at $5.45. Insiders and affiliates beneficially own about 94% of Class A shares, resulting in a thin public float, elevated trading volatility, and explicit risks around maintaining Nasdaq listing and market liquidity. The company settled a VPPA-related class action for $1.58 million (largely offset by insurance) and continues to face other legal matters, including an Office Create trademark case that could be material. Alliance discloses significant indebtedness, warrant-liability remeasurement volatility, no plans for cash dividends, and potential dilution from equity plans and warrants.

Alliance Entertainment Holding Corp (AENT) reports a corporate charter correction affecting its capital structure. On July 29, 2026, the company filed a Third Amended and Restated Certificate of Incorporation that would have eliminated the voting rights of its Class E Common Stock except to the extent required by law. On August 26, 2026, the company filed a Certificate of Correction with the Delaware Secretary of State, declaring that Third Amended and Restated Certificate null and void because it had not been approved in compliance with the then‑existing Second Amended and Restated Certificate of Incorporation. As a result, the Second Amended and Restated Certificate of Incorporation, originally filed on February 10, 2023, remains the operative charter for the company.

Alliance Entertainment Holding Corporation implemented a Third Amended and Restated Certificate of Incorporation effective July 29, 2026. Majority stockholders acting by written consent had previously authorized this full restatement of the charter after an Information Statement was mailed under Section 14(c) of the Exchange Act.

The amended charter eliminates voting rights of the Class E Common Stock except to the extent required by law. Effectiveness followed the 21-day waiting period required by Rule 14c-2, after which the certificate was filed with the Delaware Secretary of State.

Alliance Entertainment Holding Corporation approved an amendment to its Certificate of Incorporation to eliminate the voting rights of Class E Common Stock.

The amendment was approved by holders with approximately 95.3% of the Company’s voting power by written consent and is expected to be effective on or about July 27, 2026. As of the record date, the Company had 50,979,630 shares of Class A Common Stock and 60,000,000 shares of Class E Common Stock outstanding (total 110,979,630 shares entitled to vote). Eliminating Class E voting rights reduces the voting pool to 50,979,630 shares and raises the percentage of shares held by unrestricted shareholders from approximately 3.0% to approximately 6.6%, a change the Company says would satisfy an FTSE Russell condition for Russell 3000 consideration. The filing notes holders of Class E Common Stock currently hold approximately 46,847,262 shares of Class A Common Stock and, after the amendment, will effectively control 91.9% of the voting power through their Class A holdings.

Alliance Entertainment Holding Corporation reports that majority stockholders delivered a written consent on June 24, 2026 approving a major charter change. These holders own 46,847,262 shares of Class A Common Stock and 58,866,667 shares of Class E Common Stock, representing about 95.3% of the voting power of the issued and outstanding Common Stock and about 98.1% of the voting power of the issued and outstanding Class E Common Stock.

The written consent approves a Third Amended and Restated Certificate of Incorporation that will remove voting rights of the Class E Common Stock except where law requires. An Information Statement under Section 14(c) has been filed, and the new charter will become effective on the 21st day after that statement is mailed to stockholders.

Alliance Entertainment Holding Corporation reported that holders of approximately 95.3% of its voting power approved an amendment to its Certificate of Incorporation to eliminate the voting rights of the Class E Common Stock, except as required by law. The action was taken by written consent and will become effective on or about 20 days after mailing the definitive Information Statement.

The Company states that eliminating Class E voting rights will reduce total voting shares from 110,979,630 to 50,979,630 for voting purposes, increasing the proportion of unrestricted shares to 6.6% and potentially satisfying a Russell 3000 inclusion requirement. The Amendment does not change the economic holdings of Class E holders or grant appraisal rights.