Resolute Holdings secures $30M revolving credit line

Resolute Holdings Management, Inc. entered into a new senior secured revolving credit agreement with JPMorgan Chase, expanding its borrowing capacity to $30 million from a prior $5 million facility.

Rhea-AI Filing Summary

Resolute Holdings Management, Inc. entered into a new senior secured revolving credit agreement with JPMorgan Chase, expanding its borrowing capacity to $30 million from a prior $5 million facility. The new revolver matures on February 20, 2031, providing a long-dated source of liquidity.

Borrowings will accrue interest at either a prime-based rate plus a 1.00% margin or a Term SOFR-based rate plus a 2.00% margin, at the company’s option. The facility also includes an uncommitted incremental feature equal to the greater of $10 million and 20% of EBITDA.

Covenants include a minimum revenue requirement and, starting with the fiscal quarter ending March 31, 2026, a maximum leverage ratio of 3.00 to 1.00. The prior $5 million revolving facility was undrawn and terminated in connection with this refinancing.

Insights

Credit and capital structure analyst

Resolute upsizes and extends its revolving credit, adding flexibility but with leverage and revenue covenants.

The company replaced an undrawn $5 million revolver with a $30 million senior secured revolving credit facility maturing on February 20, 2031. This significantly increases committed liquidity while locking in long-term bank support from JPMorgan Chase.

Pricing is tied to either a prime-based benchmark plus a 1.00% margin or a Term SOFR benchmark plus a 2.00% margin, reflecting a typical secured corporate structure. An uncommitted incremental option up to the greater of $10 million and 20% of EBITDA adds potential capacity if conditions permit.

Financial covenants require minimum revenue and, beginning with the quarter ending March 31, 2026, a maximum leverage ratio of 3.00x. These terms may influence future borrowing headroom and operating flexibility if performance weakens, so subsequent filings will show how comfortably the company remains within these limits.

8-K Event Classification

3 items: 1.01, 1.02, 2.03

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new credit facility did Resolute Holdings (RHLD) enter into?

Resolute Holdings entered a new senior secured revolving credit facility of up to $30 million with JPMorgan Chase, replacing a prior $5 million revolver. The new facility is designed to provide increased committed liquidity and supports the company’s ongoing financing needs.

When does Resolute Holdings’ new $30 million revolving credit facility mature?

The new $30 million senior secured revolving credit facility for Resolute Holdings matures on February 20, 2031. This long-dated maturity gives the company a stable source of committed bank financing for several years, subject to compliance with the agreement’s financial covenants.

What interest rates apply to Resolute Holdings’ new revolving loans?

Borrowings under the new facility bear interest at either a prime-based rate plus a 1.00% margin or a Term SOFR-based rate plus a 2.00% margin. Resolute can choose between these benchmarks, allowing some flexibility in managing its borrowing costs over time.

What financial covenants are included in Resolute Holdings’ new credit agreement?

The agreement includes a minimum revenue requirement and, starting with the quarter ending March 31, 2026, a maximum leverage ratio of 3.00 to 1.00. These covenants are designed to maintain a certain financial profile and can affect how much the company may borrow.

Did Resolute Holdings repay any debt when it refinanced its revolving facility?

No amounts were repaid at refinancing because the prior $5 million senior secured revolving facility was undrawn. Resolute simply replaced the existing revolver with the new $30 million facility, increasing available committed capacity without reducing outstanding borrowings.

Does the Resolute Holdings credit facility include an incremental feature?

Yes, the revolving credit facility includes an uncommitted incremental feature equal to the greater of $10 million and 20% of EBITDA. This allows potential future increases in borrowing capacity if the lender agrees and the company meets specified conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 20, 2026

Resolute Holdings Management, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware	001-42458	33-1246734
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

445 Park Avenue, Suite 5B
New York, NY
(Address of Principal Executive Offices) 10022
(Zip Code)

(212) 256-8405
(Registrant’s telephone number, including area code)

N/A
(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		RHLD		NYSE

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 20, 2026, Resolute Holdings Management, Inc. (“Resolute” or the “Company”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (“JPMC”) entered into a new Credit Agreement (the “Credit Agreement”) to replace the Company’s existing $5 million senior secured revolving facility under that certain Credit Agreement, dated as of February 28, 2025, by and between the Company and JPMC (the “Existing Credit Agreement”), with an upsized $30 million senior secured revolving credit facility maturing on February 20, 2031. The existing senior secured revolving facility was undrawn prior to the refinancing and no amounts were repaid.

Under the terms of the Credit Agreement, borrowings of the revolving loans shall bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a rate equal to the highest of (a) the rate of interest last quoted by the Wall Street Journal as the prime rate in the U.S., (b) the Federal Reserve Bank of New York Rate in effect on such day plus one-half of 1%, and (c) the Term SOFR rate for a one-month interest period commencing two (2) business days prior to such day plus 1.00% (provided that in no event shall such rate be less than 0.00% per annum) in each case plus an applicable margin of 1.00%, or (ii) a Term SOFR based benchmark rate for the applicable interest period (provided that in no event shall such Term SOFR rate be less than 0.00% per annum) plus an applicable margin of 2.00%.

The revolving credit facility also has an uncommitted incremental facility equal to the greater of $10 million and 20% of EBITDA for the period of four fiscal quarters ended on or most recently prior to incurrence of the incremental facility.

The terms of the revolving credit facility impose financial covenants including a minimum revenue requirement and, beginning with the fiscal quarter ending March 31, 2026, a minimum leverage ratio which shall not be greater than 3.00 to 1.00 on the last day of any fiscal quarter.

The foregoing summary of the Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is expected to be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 regarding the termination of the Existing Credit Agreement is incorporated by reference herein.

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 in Item 1.01 regarding the Credit Agreement is incorporated by reference herein.

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.

Date: February 23, 2026

	RESOLUTE HOLDINGS MANAGEMENT, INC.
	By:	/s/ Kurt Schoen
		Name:	Kurt Schoen
		Title:	Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB