Leslie's enters Chapter 11; plan would cancel equity
The restructuring timeline sets plan confirmation no later than 100 days after the Petition Date and the Plan Effective Date no later than 110 days after it.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Leslie’s, Inc. (LESL) and its subsidiaries filed voluntary, prearranged Chapter 11 petitions on September 30, 2026, alongside a restructuring support agreement with lenders holding approximately 81.1% of the outstanding principal amount of prepetition term-loan claims. The proposed plan contemplates a $90 million term-loan debtor-in-possession facility, a $225 million asset-based DIP facility, and a $60 million equity financing backstopped by certain lenders. The DIP facilities and equity-financing backstop are subject to Bankruptcy Court approval. The plan targets an approximately $685 million, or 90%, reduction in funded debt. Existing company equity interests are to be cancelled for no consideration upon the Plan Effective Date.
Leslie’s closed approximately 76 U.S. stores on September 29, 2026, and expects to vacate them within two weeks. YTD P11 sales through August 31, 2026, were $1,017.0 million versus $1,109.0 million a year earlier; EBITDA was $10.3 million versus $55.0 million. Nasdaq notified Leslie’s that its shares are subject to delisting and scheduled trading suspension at the opening of business on October 6, 2026. Leslie’s says it does not intend to appeal; it anticipates OTC trading but gives no assurance trading will commence or continue.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.$60 million equity financing is backstopped by certain RSA parties, subject to Bankruptcy Court approval. 29× market cap
- Major point. Forward-looking: it has not happened yet and may not happen.The restructuring targets an approximately $685 million, or 90%, funded-debt reduction. 336× market cap
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Existing company equity interests are to be cancelled for no consideration upon the Plan Effective Date.
- Major point. Forward-looking: it has not happened yet and may not happen.Nasdaq scheduled LESL trading suspension for October 6, 2026; Leslie’s does not intend to appeal the delisting determination.
- Moderate pointYTD P11 sales through August 31, 2026, were $1,017.0 million, down 8.3%; EBITDA was $10.3 million versus $55.0 million.
Filing Explained
The proposed plan cancels existing shares for no consideration and allocates new equity to DIP lenders, but court approval remains outstanding.
Leslie’s has commenced Chapter 11, but the court has not yet approved the proposed financing; if the plan becomes effective and its conditions are met,
The converting obligations include premiums and accrued or capitalized interest, and the equity allocation is subject to dilution under the management incentive plan. Separately, the equity backstop premium is payable in new shares representing
The restructuring support agreement sets deadlines measured from the petition date: an interim financing order within 3 days, a final order within 35 days, a plan and disclosure statement within 20 days, confirmation within 100 days, and the plan effective date within 110 days. Failure to meet a milestone can permit the required consenting term-loan lenders to terminate the agreement.
8-K Event Classification
Key Figures
Key Terms
Restructuring Support Agreement financial
debtor in possession financial
Prepetition Term Loan Claims financial
cashless dollar-for-dollar financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing does LESL's restructuring plan include?
What happens to LESL common stock in Chapter 11?
When could Nasdaq suspend LESL trading?
What milestones does LESL's restructuring agreement set?
Are LESL's cleansing materials intended for investment decisions?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 |
The information regarding the Restructuring Support Agreement (as defined below) set forth in Item 1.03 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| Item 1.03. | Bankruptcy or Receivership. |
Voluntary Petitions for Reorganization
On September 30, 2026 (the “Petition Date”), Leslie’s, Inc. (the “Company”) and its subsidiaries Leslie’s Poolmart, Inc., Cortz, Inc., LPM Manufacturing, Inc., Horizon Spa & Pool Parts, Inc., Hot Tub Works, LLC, Pool Parts, Inc., RAM Chemical & Supply, Inc., SPP Holding Corporation and Stellar Manufacturing, LLC (collectively, the “Company Subsidiary Parties” and together with the Company, the “Company Parties”) filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement a pre-arranged chapter 11 plan of reorganization (the “Plan”). The Company has requested that the Bankruptcy Court administer the Chapter 11 Cases jointly for administrative purposes only under the caption In re Leslie’s, Inc., et al..
The Company filed customary first day motions with the Bankruptcy Court to ensure its ability to maintain stable operations during the Chapter 11 Cases, requesting, among other relief, approval of the Term Loan DIP Facility and ABL DIP Facility (each as defined below) (the “DIP Order”) and authority to pay certain of the Company Parties’ tax, insurance, and critical vendor obligations in the ordinary course of business. The Company is also seeking authority to continue to pay all wages and continue all employee benefits and other employee programs in the ordinary course of business.
Additional information about the Chapter 11 Cases is set forth in greater detail in the Declaration of Jeff White, Chief Financial Officer of Leslie’s, Inc. in Support of the Chapter 11 Petitions and the First Day Motions (the “First Day Declaration”). For copies of motions and orders filed with the Bankruptcy Court and other documents related to the Bankruptcy Court supervised process, please visit https://restructuring.ra.kroll.com/lesliespool/.
Restructuring Support Agreement
In furtherance of the Restructuring Transactions (as defined below), on the Petition Date, prior to commencing the Chapter 11 Cases, the Company Parties entered into a restructuring support agreement (together with all exhibits, annexes, and schedules thereto, the “RSA”) with certain holders of, or investment advisors, sub-advisors, or managers to or of funds or accounts that hold or beneficially hold, loans under the Company’s Prepetition Term Loan Credit Agreement (as defined below) (the “Prepetition Term Loan Claims” and, such creditors party to the RSA, together with any subsequent holder, investment advisor, sub-advisor or manager that becomes a party to the RSA, the “Consenting Term Loan Lenders”). As of the date of the RSA, the Consenting Term Loan Lenders hold, in aggregate, approximately 81.1% of the outstanding principal amount of the Company’s Prepetition Term Loan Claims.
The material terms of the Plan are set forth in the term sheet attached as Exhibit A to the RSA (the “Restructuring Term Sheet,” and the transactions described therein, the “Restructuring Transactions”), which terms include, among others, subject in each case to Bankruptcy Court approval:
| • | each of the lenders under the Company’s Prepetition Term Loan Credit Agreement (the “Prepetition Term Loan Lenders”) may, within ten business days following the Petition Date (the “Election Deadline”), elect to commit to participate ratably (based upon relative holdings of Prepetition Term Loan Claims) in: |
| • | the Term Loan DIP Facility (as defined below), a portion of which will, upon satisfaction of customary closing conditions, convert into a new senior secured first lien term loan on the effective date of the Plan (the “Plan Effective Date”), subject to the terms set forth in the Restructuring Term Sheet (such lenders, the “Term Loan DIP Lenders”); and |
| • | a direct private placement of an aggregate amount of $60.0 million, of a single class of common equity interests of the Reorganized Company (as defined below) (the “New Common Equity”), which shall represent 55.80% of all New Common Equity outstanding on the Plan Effective Date (the “Equity Financing”), subject to dilution on account of the Company’s equity incentive plan for directors, officer and other employees (the “MIP”);1 |
| • | certain of the lenders under the Company’s Prepetition ABL Credit Agreement (as defined below) (the “ABL DIP Lenders”) will provide the ABL DIP Facility, which will, on the Plan Effective Date, upon satisfaction of customary closing conditions, either (i) convert into a new senior secured asset-based revolving credit facility or (ii) be refinanced by the proceeds of a new asset-based revolving credit facility; |
| • | certain Prepetition Term Loan Lenders will fully backstop the Term Loan DIP Facility and the Equity Financing in exchange for such lender’s corresponding allocation of the Backstop Premiums (as defined below); |
| 1 | Any lender that elects to participate in the Term Loan DIP Facility must also elect to participate in the Equity Financing, and any lender that elects to participate in the Equity Financing must also elect to participate in the Term Loan DIP Facility. Further, participation in either the Term Loan DIP Facility or the Equity Financing is conditioned upon such lender’s execution of the RSA as a Consenting Term Loan Lender. |
| • | on the Plan Effective Date, the Company (as reorganized, the “Reorganized Company”) will issue 10% of all New Common Equity to the holders of Prepetition Term Loan Claims on a pro rata basis based upon relative holdings of Prepetition Term Loan Claims, subject to dilution by the New Common Equity issued on account of the MIP, and the Prepetition Term Loan Credit Agreement will be terminated; |
| • | all general unsecured claims of the Company Parties shall receive their pro rata share of a cash pool; and |
| • | all existing equity interests in the Company will be cancelled and no consideration shall be paid to the holders thereof. |
Under the RSA, each Consenting Term Loan Lender agreed to, among other things: (i) support, act in good faith, and use commercially reasonable steps reasonably and desirable to support, facilitate, implement, and consummate or otherwise give effect to the Restructuring Transactions and vote and exercise any powers or rights available to it in favor of any matter to the extent necessary to implement the Restructuring Transactions, (ii) use commercially reasonable efforts to oppose any actions to object to, delay, impede, or take any other action the primary purpose of which is to interfere with acceptance, implementation, or consummation of the Restructuring Transactions, (iii) use commercially reasonable efforts to notify or direct the applicable agents to give effect to the Restructuring Transactions and (iv) negotiate in good faith and use commercially reasonable efforts to execute and implement the documentation to which it is required to be a party pursuant to and consistent with the RSA.
Under the RSA, the Company Parties agreed to, among other things: (i) support, act in good faith, and take all steps reasonably necessary and desirable, to support, facilitate, implement, consummate or otherwise give effect to the RSA or the Restructuring Transactions, (ii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated therein, take all steps reasonably necessary and desirable to address any such impediment, in each case, in good faith consultation with, as of the relevant date, Consenting Term Loan Lenders holding at least 60.01% of the aggregate outstanding principal amount of Prepetition Term Loan Claims (the “Required Consenting Term Loan Lenders”), to implement the Restructuring Transactions in accordance with the RSA, (iii) use commercially reasonable efforts to obtain all required regulatory, governmental, and/or third-party approvals for the Restructuring Transactions and (iv) negotiate in good faith and use commercially reasonable efforts to effectuate the Restructuring Transactions.
As described above, on the Petition Date, the Company Parties commenced the Chapter 11 Cases to implement the Restructuring Transactions. In addition to commencing the Chapter 11 Cases, pursuant to the RSA and the Restructuring Term Sheet, the Company Parties agreed to implement the Restructuring Transactions specifically in accordance with the following milestones (the “Milestones”), among others: (i) entry of an interim order approving the Term Loan DIP Facility and ABL DIP Facility no later than 3 days after the Petition Date and a final order no later than 35 days after the Petition Date, (ii) the filing of a plan and disclosure statement no later than 20 days after the Petition Date; (iii) confirmation of the Plan no later than 100 days after the Petition Date, and (iv) the Plan Effective Date occurring no later than 110 days after the Petition Date.
The RSA is terminable by the Required Consenting Term Loan Lenders if certain events occur, including but not limited to: (i) a breach by a Company Party (other than an immaterial breach), (ii) failure to satisfy any Milestone, (iii) the Bankruptcy Court denying confirmation of the Plan or converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, the reversal, modification, or amendment of any DIP Order without the consent of the Required Consenting Term Loan Lenders, the entry of any order authorizing the use of cash collateral or post-petition financing not acceptable to the Required Consenting Term Loan Lenders, (iv) a Company Party filing motions or pleadings inconsistent with the RSA, (v) failure to pay certain of the Consenting Term Loan Lenders’ fees as required pursuant to the RSA, (vi) the occurrence of an event of default or the termination of the Term Loan DIP Facility due to an event of default thereunder, or (vii) a Company Party’s withdrawal of the Plan or pursuit of an inquiry in respect of an alternative to one or more of the Restructuring Transactions.
The RSA is terminable by the Company Parties if certain events occur, including but not limited to, (i) a material breach by one or more Consenting Term Loan Lenders of any provision of the RSA; provided that, so long as the non-breaching Consenting Term Loan Lenders continue to hold at least 66.67% of the aggregate outstanding principal amount of the Prepetition Term Loan Claims, (such termination shall be effective only with respect to the breaching Consenting Term Loan Lenders), (ii) the board of directors or any other similar governing body of any of the Company Parties determines that proceeding with the Restructuring Transactions would be inconsistent with applicable law or its fiduciary duties or (iii) the Bankruptcy Court denying confirmation of the Plan. The RSA automatically terminates immediately following the Plan Effective Date. The RSA may be amended with the consent of the Company Parties and the Required Consenting Term Loan Lenders, subject to customary carveouts requiring additional consent.
Term Loan DIP Facility and ABL DIP Facility
Pursuant to the terms of the RSA and subject to the approval of the Bankruptcy Court (which has not been obtained at this time), the Company Parties expect to enter into (i) a credit agreement with the ABL DIP Lenders providing for a senior secured super-priority debtor in possession asset-based revolving credit facility (the “ABL DIP Facility”) consisting of $225.0 million in aggregate principal amount of commitments, including a creeping roll-up of all obligations under the Prepetition ABL Credit Agreement on terms reasonably acceptable to the Required Consenting Term Loan Lenders and the Company Parties and (ii) a credit agreement with the Term Loan DIP Lenders providing for a $90.0 million priming super priority senior secured debtor in possession term loan facility (the “Term Loan DIP Facility”). Concurrently with entrance into the RSA, the Company Parties and the ABL DIP Lenders entered into a commitment letter in respect of the commitment to provide the ABL DIP Facility.
As disclosed in the pleadings filed with the Bankruptcy Court, (i) the full amount of the ABL DIP Facility will be available upon entry of the interim DIP Order and (ii) $45.0 million of the Term Loan DIP Facility is expected to be funded upon entry of the interim DIP Order with the remaining $45.0 million of the Term Loan DIP Facility to be funded upon entry of the final DIP Order (which portions of the Term Loan DIP Facility may be initially provided and funded through Jefferies Capital Services, LLC as fronting lender).
Each of the ABL DIP Facility and the Term Loan DIP Facility is expected to be secured by liens on substantially all assets of the Company Parties (the “DIP Collateral”), subject to the DIP Order. Under the DIP Order, the DIP Collateral is divided into two priority pools generally corresponding to the prepetition collateral arrangements: collateral on which the ABL DIP Facility has first-priority liens (the “ABL Priority Collateral”) and collateral on which the Term Loan DIP Facility has first-priority liens (the “Term Priority Collateral”). Each of the ABL DIP Facility and the Term Loan DIP Facility holds junior liens on the other’s priority collateral. The relative priorities of the liens on each category of DIP Collateral are as set forth in the DIP Order. The ABL DIP Facility and the Term Loan DIP Facility are expected to bear interest at a rate of SOFR plus 6.50% per annum and SOFR plus 3.25% per annum, respectively and each mature six months from the Petition Date, subject to customary milestones and earlier maturity upon the Plan Effective Date. Each Term Loan DIP Lender will earn a commitment premium in an aggregate amount equal to 9.50% of the obligations under the Term Loan DIP Facility actually funded by such Term Loan DIP Lender (including amounts funded through Jefferies Capital Services, LLC as fronting lender), payable in full in the form of obligations under the Term Loan DIP Facility (the “DIP Commitment Premium”).
Each of the Term Loan DIP Facility and the ABL DIP Facility is expected to include conditions precedent, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. The ABL DIP Facility is expected to have a substantially similar borrowing base calculation as the Prepetition ABL Credit Agreement.
Subject to the satisfaction of certain conditions precedent, on the Plan Effective Date, (i) $75 million of the obligations under the Term Loan DIP Facility shall automatically be converted, “rolled” or otherwise exchanged on a cashless dollar-for-dollar basis into an exit term loan facility and (ii) the remaining obligations under the Term Loan DIP Facility, including the DIP Commitment Premium and DIP Backstop Premium (as defined below) and any accrued or capitalized interest, shall convert into 30% in the aggregate of all New Common Equity (subject to dilution on account of the MIP) (the “DIP Term Loan Conversion”).
The proceeds of all or a portion of the proposed Term Loan DIP Facility and ABL DIP Facility may be used by the Company Parties to (i) pay certain costs, fees and expenses related to the Chapter 11 Cases and (ii) fund working capital needs and certain expenditures of the Company Parties, in all cases subject to the terms of credit agreements governing the Term Loan DIP Facility and the ABL DIP Facility, respectively, and applicable orders of the Bankruptcy Court.
Backstop Commitments
Prior to the Election Deadline, each Prepetition Term Loan Lender will be offered the opportunity to elect to provide the Term Loan DIP Facility and participate in the Equity Financing ratably (based upon relative holdings of Prepetition Term Loan Claims), but is not required to do so. Pursuant to the terms of the RSA, certain of the Prepetition Term Loan Lenders (the “Backstop Parties”) have committed to fund the full $90.0 million principal amount of the Term Loan DIP Facility (the “Term Loan DIP Facility Commitment”) and purchase the full amount of New Common Equity offered pursuant to the Equity Financing (the “Equity Financing Backstop” and together with the Term Loan DIP Facility Commitment, the “Backstop Commitments”), to the extent any of the Term Loan DIP Facility is not funded by other Prepetition Term Loan Lenders or any of the New Common Equity is not purchased by other Prepetition Term Loan Lenders in the Equity Financing.
Pursuant to the terms of the RSA and subject to the approval of the Bankruptcy Court, as consideration for the Backstop Commitments, the Backstop Parties will be entitled to receive (i) a backstop premium in an aggregate amount equal to 7.00% of the Term Loan DIP Facility Commitment, earned upon the entry of the interim DIP Order and due and payable in the form of obligations under the Term Loan DIP Facility on the closing date of the Term Loan DIP Facility (the “DIP Backstop Premium”) and (ii) a backstop premium in an aggregate amount equal to 7.50% of the amount of the Equity Financing, payable in the form of New Common Equity representing 4.20% of all New Common Equity (the “Equity Financing Backstop Premium” and, together with the DIP Backstop Premium, the “Backstop Premiums”), subject to dilution on account of the MIP. The Backstop Parties’ obligations under the Backstop Commitments are conditioned upon customary closing conditions including approval of the Bankruptcy Court.
The foregoing descriptions of the RSA, the ABL DIP Facility, the Term Loan DIP Facility and the Backstop Commitments are not complete and are qualified in their entirety by the RSA (including the Restructuring Term Sheet which sets forth the key terms of the ABL DIP Facility, the Term Loan DIP Facility, the Equity Financing and the Backstop Commitments), a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Existing Equity Interests of the Company
The RSA provides that, upon the Plan Effective Date, all of the shares (or any class thereof) of, common stock, preferred stock, and any other equity, ownership, or profits interests of the Company, and options, warrants, rights, or other securities or agreements to acquire or subscribe for, or which are convertible into the shares (or any class thereof) of, common stock, preferred stock, or other equity, ownership, or profits interests in the Company (in each case whether or not arising under or in connection with any employment agreement), including, but not limited to, the shares of the class of common stock of the Company, which is traded and quoted on the Nasdaq under the symbol “LESL” as of the Petition Date, will be cancelled for no consideration.
| Item 2.04. | Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The filing of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default under the Company’s following debt instruments:
| • | approximately $756.65 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the Amended and Restated Term Loan Credit Agreement, dated as of March 9, 2021 (as amended, restated, amended and restated or otherwise modified or supplemented from time to time, including pursuant to Amendment No. 1 and that certain Resignation, Consent |
| and Appointment Agreement, the “Prepetition Term Loan Credit Agreement”), by and among the Company, as holdings, Leslie’s Poolmart, Inc., as the borrower, the lenders party thereto, and Alter Domus (US) LLC (as successor to Nomura Corporate Funding Americas, LLC), as administrative agent and collateral agent, relating to the Company’s prepetition term loan facility; and |
| • | approximately $50 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the Credit Agreement, dated as of October 16, 2012 (as amended, restated, modified and supplemented from time to time, including pursuant to Amendment No. 1 through Amendment No. 7, the “Prepetition ABL Credit Agreement” and, together with the Prepetition Term Loan Credit Agreement, the “Debt Instruments”), by and among Leslie’s Poolmart, Inc., as the parent borrower, the Company, as holdings, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent, relating to the Company’s prepetition asset-based lending facility. |
The Debt Instruments provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable without notice from the lenders or noteholders thereunder. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the commencement of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
| Item 2.05. | Costs Associated With Exit or Disposal Activities. |
On September 27, 2026, the Company approved a plan to streamline operations and improve long-term profitability (the “Strategic Plan”). As part of the Strategic Plan, on September 29, 2026, the Company closed approximately 76 U.S. stores identified as under- or non-performing. The Company expects to vacate the closed stores within the next two weeks.
The Company cannot currently estimate in good faith the amount or range of amounts of the charges that will result in impairment of long-lived assets, inventory write-offs or future cash expenditures.
| Item 2.06. | Material Impairments. |
The information set forth in Item 2.05 above is incorporated herein by reference.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 25, 2026, the Company received a notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s common stock is subject to delisting from The Nasdaq Global Select Market because, for a period of 30 consecutive business days, the bid price of the Company’s common stock closed below the minimum $1.00 per share requirement for continued listing under Nasdaq Listing Rule 5450(a)(1). Further the Notice states that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) because the Company effected a reverse stock split over the prior one-year period.
Accordingly, the Notice further advises that Nasdaq will suspend trading of the Company’s common stock at the opening of business on October 6, 2026, and that Nasdaq will file a Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting of the Company’s common stock unless the Company requests a hearing to appeal Nasdaq’s determination by October 2, 2026. At this time, the Company does not intend to appeal Nasdaq’s determination.
The Company anticipates that following suspension from trading, its common stock will commence trading on one of the markets operated by OTC Markets Group. The Company can provide no assurance that the common stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the common stock on this market, whether the trading volume of the common stock will be sufficient to provide for an efficient trading market or whether quotes for the common stock will continue on this market in the future.
| Item 7.01. | Regulation FD Disclosure. |
Press Release
On September 30, 2026, the Company issued a press release announcing the filing of the Chapter 11 Cases and entry into the RSA. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Cleansing Material
The Company entered into confidentiality agreements (each, a “Confidentiality Agreement”) with certain Consenting Term Loan Lenders in order to engage in strategic discussions regarding the Company’s capital structure which ultimately led to the RSA. The Confidentiality Agreements require the Company to publicly disclose certain confidential information provided to such parties in connection with such discussions (the “Cleansing Material”) upon the occurrence of certain events. The Company is furnishing the Cleansing Material as Exhibit 99.2 in satisfaction of its obligations under the Confidentiality Agreements.
The Cleansing Material was prepared for purposes of discussion with parties to the Confidentiality Agreements and was not prepared with a view toward public disclosure. The Cleansing Material should not be relied upon to make an investment decision with respect to the Company nor as a prediction of future events. Neither the Company nor any of its affiliates or representatives or any third party has made or makes any representation to any person regarding the accuracy or completeness of the Cleansing Material, and none of them undertakes any obligation to update the Cleansing Material after September 30, 2026 or to reflect the occurrence of future events.
The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K (as to Exhibits 99.1 and 99.2), is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Items 7.01 and 9.01 (as to Exhibits 99.1 and 99.2) of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding the Chapter 11 Cases
The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. The Company expects that its equity holders may experience a significant loss on their investment if the Plan is confirmed.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “plan,” and similar expressions in this Current Report on Form 8-K to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the Restructuring Transactions described above, including the Company’s ability to complete the Restructuring Transactions on the terms contemplated by the RSA, on the timeline contemplated or at all, and the Company’s ability to realize the intended benefits of the Restructuring Transactions. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Some of these risks and uncertainties include: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases and approval of requisite stakeholders and confirmation by the Bankruptcy Court of the Plan, the effects of the Chapter 11 Cases on the Company and its various constituents, the impact of Bankruptcy Court rulings in the Chapter 11 Cases, the ultimate outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, attendant risks associated with restrictions on the Company’s ability to pursue its business strategies while the Chapter 11 Cases are pending, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity, the likelihood of the cancellation of the Company’s common stock in the Chapter 11 Cases, uncertainty regarding the Company’s ability to retain key personnel and management, uncertainty and continuing risks associated with the Company’s ability to achieve its goals and continue as a going concern. Such risks and other factors also include those listed in Part II, Item 1A. “Risk Factors” and in Part I, Item 1A. “Risk Factors” in the Company’s Form 10-K for the year ended October 4, 2025 filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2025, Part II, Item 1A. “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 4, 2026 filed with the SEC on May 13, 2026, Item 1A. “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 4, 2026 filed with the SEC on August 12, 2026 and our other filings with the SEC. When considering these forward-looking statements, you should keep in mind the cautionary statements in this report and the documents incorporated by reference. New risks and uncertainties arise from time to time, and we cannot predict those events or how they may affect us. We assume no obligation to update any forward-looking statements after the date of this report as a result of new information, future events or developments, except as required by applicable laws and regulations.
You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Restructuring Support Agreement, dated as of September 30, 2026 among the Company Parties and the Consenting Term Loan Lenders | |
| 99.1 | Press Release, dated as of September 30, 2026 | |
| 99.2 | Cleansing Material, dated as of September 30, 2026 | |
| 104 | Cover Page Interactive Data 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.
| LESLIE’S, INC. | ||
| By: | /s/ Benjamin Lindquist | |
| Name: | Benjamin Lindquist | |
| Title: | Senior Vice President, General Counsel & Corporate Secretary | |
Date: September 30, 2026
Exhibit 99.1
PRESS RELEASE
Leslie’s Announces Strategic Transaction to Strengthen Financial Foundation and Position the Company for the Future
Enters into Restructuring Support Agreement to eliminate approximately 90% of debt and secure $150 million of new capital, including $90 million of new-money DIP financing and a $60 million equity financing
Initiates prearranged restructuring process to implement financial and operational reorganization with support from over 80% of existing lenders
Operations to continue in the ordinary course, with customers continuing to receive the products, solutions, and service they rely on for their pool and spa care needs
PHOENIX, AZ – September 30, 2026 – Leslie’s, Inc. (“Leslie’s” or the “Company”), the largest and most trusted direct-to-customer brand in the U.S. pool and spa care industry serving residential customers and pool professionals nationwide, today announced that it has entered into a Restructuring Support Agreement (“RSA”) with a group of its existing lenders that lays the groundwork for transactions that will significantly strengthen the Company’s capital structure, rationalize its retail operational footprint and create greater financial flexibility to support reinvestment in the business and continued focus on operating execution of its strategic transformation.
The RSA includes commitments for $90 million of new-money debtor-in-possession (“DIP”) financing and a $60 million equity financing, with the equity financing fully backstopped by certain of the RSA parties, and a reduction of approximately $685 million or 90% of the Company’s outstanding funded debt. With a stronger financial foundation, deleveraged balance sheet, optimized store footprint, and liquidity to further invest in the business, Leslie’s will be well-positioned to reinvest in its operations, enhance the customer experience, and continue serving customers with the service, expertise, and solutions that make Leslie’s the best choice for pool and spa owners.
To implement the restructuring transactions that the RSA contemplates as efficiently as possible, Leslie’s filed voluntary petitions for prearranged chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas (the “Court”). Upon emergence, the Company expects to be under the majority ownership of a group of its existing lenders who support Leslie’s mission to deliver unparalleled expertise, service, and innovative solutions for its customers. Leslie’s expects to move through this process efficiently, with the goal of emerging from chapter 11 in early 2027.
“Today’s announcement marks an important milestone in our commitment to our customers and our business,” said Jason McDonell, Chief Executive Officer of Leslie’s. “With a stronger balance sheet and greater financial flexibility, Leslie’s can reinvest across the business to strengthen operating execution and deliver an even better experience for our customers, both in-store and online. Leslie’s is here to stay, and I am deeply grateful to our employees, customers, and partners for their continued support as we work to position Leslie’s for a strong future.”
Importantly, Leslie’s remains fully operational and committed to serving customers without interruption, including through its physical stores and digital platforms. As part of its ongoing efforts to strengthen operating performance, Leslie’s continues to evaluate opportunities to better align its store network with customer demand and long-term business objectives. In connection with this evaluation, Leslie’s today announced the closure of 76 stores. All remaining stores outside of those that were recently closed remain open and fully operational to serve customers. Through the chapter 11 process, Leslie’s will continue to evaluate its real estate portfolio to better align its footprint with the long-term needs of the business.
Leslie’s will continue operating in the ordinary course of business throughout the chapter 11 process and remains committed to honoring its obligations to employees, partners, and vendors and delivering for its customers without disruption. The Company has filed a number of customary “first day” motions, which, upon approval by the Court, will enable Leslie’s to continue to pay employee wages and benefits as usual, maintain customer programs, honor obligations to vendors, and obtain other relief measures common in these circumstances. All gift cards and loyalty program benefits will continue to be honored.
To fund operations without disruption during the chapter 11 process, Leslie’s has also filed a motion seeking approval of the $90 million DIP facility from a group of its existing lenders and a fully committed $225 million DIP asset-based financing facility from its existing ABL lenders. Upon Court approval, these financing arrangements will provide sufficient liquidity to support the Company’s operations throughout the chapter 11 process.
Additional information regarding Leslie’s chapter 11 cases, including Court filings and other documents related to the proceedings, is available through the Company’s claims agent, Kroll, at https://restructuring.ra.kroll.com/lesliespool. Stakeholders with questions can contact Kroll by calling (844) 408-3397 (U.S. / Canada) or +1 (646) 825-3745 (International) or emailing LesliesPoolInfo@ra.kroll.com.
Leslie’s also launched a dedicated website for stakeholders to get information about the chapter 11 cases at lesliespool.com/our-future/.
Advisors
Simpson Thacher & Bartlett LLP and Haynes and Boone, LLP are serving as legal advisors, Berkeley Research Group, LLC is serving as financial and restructuring advisor, Centerview Partners LLC is serving as investment banker, and C Street Advisory Group is serving as strategic communications advisor to the Company.
About Leslie’s
Founded in 1963, Leslie’s is the largest and most trusted direct-to-customer brand in the U.S. pool and spa care industry serving residential customers and pool professionals nationwide. The company serves the aftermarket needs of residential and professional consumers with an extensive and largely exclusive assortment of essential pool and spa care products. The company operates an integrated ecosystem of more than 850 physical locations and a robust digital platform, enabling consumers to engage with Leslie’s whenever, wherever, and however they prefer to shop. Its dedicated team of associates, pool and spa care experts, and experienced service technicians are passionate about empowering Leslie’s consumers with the knowledge, products, and solutions necessary to confidently maintain and enjoy their pools and spas.
Media Contact
C Street Advisory Group
Leslies@thecstreet.com
Exhibit 99.2 Cleansing Materials 1 September 2026
YTD August 2026 Performance Update • Sales down $(92M) or (8.3%) vs. LY due to: YTD P11 o Lower volumes across several retail product categories including specialty FY26A FY25A Variance $ in millions chemicals and safety/solar o Customer count down to 2,792k YTD 2026 vs. 2,886k YTD 2025, reflecting $$ $ Sales 1,017.0 1,109.0 (92.0) the following: § New Customers: +372k Total Gross Profit $$ 326.6 392.1 $ (65.5) § Reactivated Customers: +317k Total Gross Margin % 32.1% 35.4% -3.2%§ Lapsed Customers: (783k) o Ongoing weather-related softness pressuring customer traffic and demand Total SG&A $$ (316.3) (337.1) $ 20.8 • Gross Profit down $(66M) or (16.7%) vs. LY due to: o Unfavorable product mix combined with higher distribution costs, including EBITDA $ 10.3 $ 55.0 $(44.7) certain vendor inflation surcharges EBITDA Margin % 1.0% 5.0% -3.9% o Higher labor and materials costs related to Stellar manufacturing • SG&A down $(21M) or (6.2%) vs. LY due to: o Reduced spending in Store labor (due to smaller store footprint), Marketing, and Other Operating Expenses Note: YTD P11 reflects Fiscal through August 31.
Business Plan Update | Key Drivers and Assumptions Sales (1) Retail – Assumes comp sales decline of 3% in FY 2027, increase of 1% in FY 2028 and then increases of 2-3% in FY 2029 – FY 2031 (1) – Assumes store margins decline 0.5% in FY 2027, flat in FY 2028 - FY 2029 and then increase of 0.5% and 0.25% in FY 2030 and FY 2031 – Assumes blended sales recapture from planned store closures of ~11% at locations with identified “sister stores” Ecommerce – Assumes comp sales flat in FY 2027 - FY 2028 then grow 2-3% in FY 2029 – FY 2031; margins assumed to be flat through projection period Hot Tubs & Horizon – Assumes comp sales flat in FY 2027 - FY 2028 then grow 1% in FY 2029 - FY 2031; margins assumed to be flat through projection period Stellar – Assumes comp sales flat through FY 2028 then grow 1% in FY 2029 - FY 2031; margins assumed to recover to ~20% historical range in FY 2027 Other Business Initiatives – Assumes midpoint of $40-66M of identified opportunities consisting of: § $17-27M of footprint and marketing optimization (does not include store closures listed below) § $23-39M of other SG&A savings – Business initiatives to be implemented throughout FY 2027 – FY 2029 and fully realized by FY 2029 Store Closures – Up to 200 planned store closures contemplated in ch. 11 generating $1-3M of EBITDA benefit (stores planned for closure produced negative FY 2026 EBITDA) Marketing – Assumes marketing spend equal to ~3.5% of sales in FY 2027 – FY 2031 plus an additional $5M of marketing spend in FY 2028 to fund brand refresh campaign Capex – Assumes ~10% YoY growth in base maintenance and growth capex in FY 2027 – FY 2029 then flat thereafter (FY 2030 – FY 2031) plus an additional ~$46M in project capex to be implemented in FY 2027 – FY 2028. Select projects include: § $20mm to fund Store Refreshes in FY 2027 and FY 2028 § $10M capex investment in Stellar to improve facilities, refurbish old machinery, purchase new machinery, build additional racking / storage space, among other improvements Working Capital – Go-forward inventory in line with historical store levels for FY 2024 and FY 2025 – Pre-petition vendor terms consistent with existing credit limits and vendor assumptions in DIP cash flow forecast – Assumes blended vendor terms of ~30 days post-emergence Note: Reflects latest Company Long Range Plan. 3 (1) Figures exclude impact of sales recapture.
Summary Financial Projections ($ in Millions) $1,119 $1,109 $1,081 $1,057 $1,032 $1,034 Revenue FY 2026A FY 2027E FY 2028E FY 2029E FY 2030E FY 2031E Margin 32.3% 34.4% 35.2% 35.3% 35.7% 36.0% $399 $386 $373 $364 $361 $355 Gross Profit FY 2026A FY 2027E FY 2028E FY 2029E FY 2030E FY 2031E Margin 1.3% 5.7% 6.4% 7.1% 4.1% 5.1% $78 $69 $60 $52 $42 Adj. EBITDA $14 FY 2026A FY 2027E FY 2028E FY 2029E FY 2030E FY 2031E $50 $42 $33 $3 Unlevered Free Cash Flow ($49) ($69) FY 2026A FY 2027E FY 2028E FY 2029E FY 2030E FY 2031E 4