[8-K] ALLIANCE ENTERTAINMENT HOLDING CORP Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

Alliance shifts to a structure where Class E shares largely lose voting rights.

The company describes approval by majority stockholders holding about 95.3% of the voting power of issued and outstanding Common Stock and about 98.1% of the voting power of issued and outstanding Class E Common Stock. They authorized a Third Amended and Restated Certificate of Incorporation that removes voting rights from Class E Common Stock except where law mandates a vote.

This change appears aimed at simplifying or rebalancing the voting structure by concentrating formal voting power in other classes, primarily Class A. The amendment takes effect after the Information Statement mailed to stockholders has been outstanding for 21 days, so the key milestone is that effective date in 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Class A shares held by majority stockholders: 46,847,262 shares Class E shares held by majority stockholders: 58,866,667 shares Voting power of Common Stock: 95.3% +5 more

8 metrics

Class A shares held by majority stockholders 46,847,262 shares Held collectively by the Majority Stockholders

Class E shares held by majority stockholders 58,866,667 shares Held collectively by the Majority Stockholders

Voting power of Common Stock 95.3% Approximate voting power of issued and outstanding Common Stock held by Majority Stockholders

Voting power of Class E 98.1% Approximate voting power of issued and outstanding Class E Common Stock held by Majority Stockholders

Class A par value $0.0001 per share Par value of Class A common stock

Warrant exercise price $11.50 per share Exercise price of redeemable warrants for Class A common stock

Information Statement timing 21 days Charter becomes effective on 21st day after mailing the Information Statement

Information Statement filing date June 24, 2026 Date Information Statement was filed with the SEC

Key Terms

Written Consent, Information Statement, Third Amended and Restated Certificate of Incorporation, Emerging growth company, +1 more

5 terms

Information Statement regulatory

"the Company filed an Information Statement pursuant to Section 14(c)"

An information statement is a formal document companies distribute to investors and the public to explain important facts about a corporate action, transaction, or situation — for example changes in management, business plans, or financial events. It’s like a clear, written notice that lays out what happened and why it matters, helping investors judge risk and make decisions without being asked to vote. Reliable, timely information can affect share prices and investor trust.

Third Amended and Restated Certificate of Incorporation regulatory

"the “Third Amended and Restated Certificate of Incorporation”"

Emerging growth company regulatory

"§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Redeemable warrants financial

"Redeemable warrants, exercisable for shares of Class A common stock"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 04:47 PM Accepted by SEC EDGAR 06/29/2026 - 04:46 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 24, 2026

ALLIANCE ENTERTAINMENT HOLDING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40014	85-2373325
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

8201 Peters Road, Suite 1000

Plantation, FL 33324

(Address of Principal Executive Offices) (Zip Code)

(954) 255-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	AENT	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share	AENTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 24, 2026, a written consent (the “Written Consent”) was delivered to the Board of Directors of Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”), by (i) the Bruce Ogilvie, Jr. Trust dated January 20, 1994, (ii) Jeffrey Walker, the Company’s Chief Executive Officer and a member of the Board of Directors of the Company, and (iii) the Ogilvie Legacy Trust dated September 14, 2021 (collectively, the “Majority Stockholders”). Bruce Ogilvie, Executive Chairman and member of the Board of Directors of the Company, is trustee of the Bruce Ogilvie, Jr. Trust dated January 20, 1994.

The Majority Stockholders collectively hold 46,847,262 shares of the Company’s Class A Common Stock and 58,866,667 shares of the Company’s Class E Common Stock, representing approximately 95.3% of the voting power of the Company’s issued and outstanding Common Stock and approximately 98.1% of the voting power of the Company’s issued and outstanding Class E Common Stock. Pursuant to the Written Consent, the Majority Stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Existing Charter”) that would amend and restate the Existing Charter in full (as so amended and restated, the “Third Amended and Restated Certificate of Incorporation”) to eliminate the voting rights of the Class E Common Stock except to the extent required by law.

On June 24, 2026, the Company filed an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission (the “Information Statement”). The Third Amended and Restated Certificate of Incorporation will be filed with the Secretary of State of Delaware and will become effective on the twenty-first (21^st) day after the Information Statement is mailed to the Company’s stockholders.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 29, 2026	ALLIANCE ENTERTAINMENT HOLDING CORPORATION

	By:	/s/ Bruce Ogilvie
	Name:	Bruce Ogilvie
	Title:	Executive Chairman

Source: View Original Filing on SEC EDGAR

FAQ

What governance change did Alliance Entertainment (AENT) approve on June 24, 2026?

Alliance Entertainment’s majority stockholders approved a new charter that removes voting rights from Class E Common Stock, except where law requires a vote. This is implemented through a Third Amended and Restated Certificate of Incorporation approved by written consent on June 24, 2026.

Who are the majority stockholders referenced in Alliance Entertainment’s 8-K?

The majority stockholders are the Bruce Ogilvie, Jr. Trust, Jeffrey Walker (CEO and director), and the Ogilvie Legacy Trust. Together, they delivered a written consent approving the charter amendment affecting Class E Common Stock voting rights on June 24, 2026.

How much voting power do Alliance Entertainment’s majority stockholders control?

The majority stockholders collectively hold 46,847,262 Class A shares and 58,866,667 Class E shares. This represents about 95.3% of voting power for issued and outstanding Common Stock and about 98.1% for issued and outstanding Class E Common Stock, giving them effective control.

When will Alliance Entertainment’s new charter eliminating Class E voting rights become effective?

The Third Amended and Restated Certificate of Incorporation will become effective on the 21st day after the Information Statement is mailed to stockholders. The Information Statement under Section 14(c) was filed with the SEC on June 24, 2026.

What filing did Alliance Entertainment make in connection with the Class E voting change?

Alliance Entertainment filed an Information Statement under Section 14(c) of the Exchange Act with the SEC. This document explains the approved charter amendment, and the new charter becomes effective 21 days after the Information Statement is mailed to stockholders.

Which classes of securities of Alliance Entertainment are listed on Nasdaq?

Alliance Entertainment’s Class A common stock, par value $0.0001 per share, trades on the Nasdaq Stock Market under symbol AENT. Redeemable warrants exercisable for Class A shares at an $11.50 exercise price trade on Nasdaq under symbol AENTW.

Filing Exhibits & Attachments

4 documents

[8-K] ALLIANCE ENTERTAINMENT HOLDING CORP Reports Material Event

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