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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):
February 27, 2026
EACO CORPORATION
(Exact name of registrant as specified in its charter)
| Florida |
|
000-14311 |
|
59-2597349 |
|
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
5065 East Hunter Avenue
Anaheim, CA 92807
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (714) 876-2490
Not applicable
(Former name or Former Address if Changed Since
Last Report.)
Securities registered or to be registered pursuant to Section 12(b) of the Act: None.
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)) |
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 1.01. Entry into a Material Definitive
Agreement.
On February 27, 2026, Bisco Industries, Inc. (“Bisco”),
a wholly-owned subsidiary of EACO Corporation (”EACO,” together with Bisco, the “Company”), executed a Change
in Terms Agreement dated as of February 15, 2026 (the “Amendment”) with Citizens Business Bank (the “Lender”)
in connection with a revolving line of credit (Loan No. 155354101) in the principal amount of $20,000,000. The Change in Terms Agreement
extends the maturity date of the revolving line of credit to February 15, 2028.
Effective February 15, 2026, the interest rate
under the revolving line of credit will not be less than 4.000% per annum (and not more than the maximum rate permitted by applicable
law). The Change in Terms Agreement also modified certain financial reporting covenants referenced in a Business Loan Agreement dated
April 12, 2024. Except as expressly modified, the terms of the existing indebtedness remain in full force and effect.
In connection with the foregoing, on February
27, 2026, EACO executed a Commercial Guaranty in favor of the Lender pursuant to which EACO agrees to guarantee the payment and performance
of Bisco’s obligations under the revolving line of credit and related loan documents.
The foregoing descriptions are qualified in their
entirety by the Amendment and the Commercial Guaranty, which are filed herewith, and the Business Loan Agreement and other ancillary agreements
previously filed by the Company with the Securities and Exchange Commission.
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 under Item 1.01 above
is incorporated herein by reference. By executing the Commercial Guaranty described above, EACO agrees to guarantee up to $20,000,000
of indebtedness under the revolving line of credit and related loan documents.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number |
Description |
| 10.1 |
Change In Terms Agreement dated February 15, 2026, between Bisco Industries, Inc. and Citizens Business Bank ($20,000,000 line of credit). |
| 10.2 |
Commercial Guaranty, dated February 15, 2026, between EACO Corporation and Citizens Business Bank. |
| 104 |
Cover
Page Interactive Date File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| |
EACO CORPORATION |
| |
|
|
| |
|
|
| Date: February 27, 2026 |
By: |
/S/ MICHAEL NARIKAWA |
| |
|
Michael Narikawa, Principal Accounting Officer |
