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):
August 26, 2025
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in
its charter)
| Delaware | 001-09097 | 31-1095548 |
(State or other jurisdiction
of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 7720 Paragon Road Dayton, Ohio | 45459 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (937) 276-3931
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 | Name of each exchange on which registered |
| Commons stock, $0.01 par value | REX | New York Stock Exchange |
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 2.02. |
Results of Operations and Financial Condition |
On August 27, 2025, REX American Resources
Corporation issued a press release announcing financial results for the three- and six-month periods ended July 31, 2025. The press
release is furnished as Exhibit 99 to this report.
On August 26, 2025, the Board of Directors
of the Company adopted resolutions declaring a two-for-one split of the Company’s Common Stock to be effectuated in the form
of a 100% stock dividend, payable on September 15, 2025 to stockholders of record at the close of business on September 8, 2025.
The stock split was announced by the Company in the press release referred to in Item 2.02.
Pursuant to Rule 416(b) under the Securities
Act of 1933, as amended, and the Company’s undertaking contained in Item 512(a)(1)(iii)(B) of Regulation S-K, the number
of shares of the Company’s Common Stock covered by the Company’s Registration Statement on Form S-8 (Registration No.
333-205419) with respect to the Plan shall be deemed to cover an additional 1,005,881 shares of Common Stock that may be offered
or issued under the Plan as a result of adjustments made by the Compensation Committee of the Board of Directors in the number
of shares that may be issued under the Plan and outstanding awards under the Plan to prevent dilution by reason of the stock split
to be effectuated in the form of a stock dividend referred to above.
| Item 9.01. |
Financial Statements and Exhibits |
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(c) |
Exhibits. The following exhibits are furnished with this report:
99 Press Release dated August 27, 2025*
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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* Filed herewith |
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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.
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REX AMERICAN RESOURCES CORPORATION |
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| Date: August 27, 2025 |
By: |
/s/ DOUGLAS L. BRUGGEMAN |
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Name: Douglas L. Bruggeman |
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Title: Vice President - Finance, |
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Chief Financial Officer |
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and Treasurer |
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0000744187
false
0000744187
2025-08-26
2025-08-26
