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Track Group (TRCK) shifts four subsidiaries into loan collateral

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Track Group, Inc. (TRCK) reported that on August 18, 2026 it formed a new wholly-owned subsidiary, Track Group Holdings, LLC (“TG Holdings”), and contributed to it all of its equity interests in four existing wholly-owned subsidiaries: Track Group Americas, Inc., Track Group Analytics Ltd., Track Group – Puerto Rico Inc., and Emerge Monitoring, Inc. (the “Collateral”).

On the same date, TG Holdings entered into a Contribution and Exchange Agreement with Track Group and a Joinder Agreement for the benefit of Chatham Capital Management, LLC, as administrative agent under the existing April 30, 2026 Credit Agreement. Under the Joinder, TG Holdings became a grantor and guarantor under the Guaranty and Collateral Agreement, assumed obligations as a borrowing and lending company under a Master Intercompany Demand Note, and pledged a security interest in all of its rights, title and interest in the Collateral to the administrative agent.

Positive

  • None.

Negative

  • None.
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 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.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Formation date of Track Group Holdings, LLC August 18, 2026 TG Holdings formed as a wholly-owned subsidiary of Track Group, Inc.
Number of subsidiaries contributed as Collateral 4 subsidiaries Track Group Americas, Inc.; Track Group Analytics Ltd.; Track Group – Puerto Rico Inc.; Emerge Monitoring, Inc.
Date of Credit Agreement April 30, 2026 Credit Agreement between Track Group, Inc. and Chatham Capital Management, LLC as administrative agent
Form type Form 8-K Current report detailing Contribution and Exchange Agreement and Joinder Agreement
Contribution and Exchange Agreement financial
"entered into a Contribution and Exchange Agreement (the “Contribution Agreement”)"
Joinder Agreement financial
"TG Holdings entered into a Joinder Agreement (the “Joinder Agreement”)"
Guaranty and Collateral Agreement financial
"a Guaranty and Collateral Agreement dated as of April 30, 2026"
Intercompany Subordination Agreement financial
"that certain Intercompany Subordination Agreement dated as of April 30, 2026"
Master Intercompany Demand Note financial
"that certain Master Intercompany Demand Note dated as of April 30, 2026"

FAQ

What major action did Track Group, Inc. (TRCK) announce on August 18, 2026?
Track Group, Inc. announced it formed a new wholly-owned subsidiary, Track Group Holdings, LLC, and contributed to it all of its equity interests in four other wholly-owned subsidiaries, consolidating these entities under TG Holdings.

Which subsidiaries did TRCK transfer to Track Group Holdings, LLC?
Track Group transferred its ownership interests in Track Group Americas, Inc., Track Group Analytics Ltd., Track Group – Puerto Rico Inc., and Emerge Monitoring, Inc. to Track Group Holdings, LLC as Collateral.

How is Track Group Holdings, LLC involved in the April 30, 2026 Credit Agreement?
Track Group Holdings, LLC entered into a Joinder Agreement so it became a grantor and guarantor under the Guaranty and Collateral Agreement related to the April 30, 2026 Credit Agreement with Chatham Capital Management, LLC as administrative agent.

What collateral did Track Group pledge in connection with the Joinder Agreement?
Track Group, through Track Group Holdings, LLC, pledged a security interest in all rights, title and interest in the contributed subsidiaries, defined collectively as the Collateral, to the administrative agent for the benefit of the lenders.

Does the 8-K disclose new borrowing amounts for TRCK?
The 8-K describes structural and collateral arrangements related to an existing April 30, 2026 Credit Agreement but does not state specific new borrowing amounts or financial figures associated with these changes.

Why was Track Group Holdings, LLC formed according to the filing?
Track Group Holdings, LLC was formed on August 18, 2026 as a wholly-owned subsidiary in connection with Track Group’s commitments under the April 30, 2026 Credit Agreement, as previously disclosed in a report filed on May 1, 2026.

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false 0001045942 0001045942 2026-08-18 2026-08-18
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 18, 2026
 
Commission File Number: 0-23153
 
Track Group, Inc.
(Exact name of registrant as specified in its charter.)
 
Delaware
 
87-0543981
(State or other jurisdiction
of incorporation or organization)
 
(IRS Employer
Identification No.)
 
200 E 5th Ave, Suite 100, Naperville, Illinois 60563
(Address of principal executive offices)
 
(877) 260-2010
(Registrant’s Telephone number)
 
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: None.
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
 
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.
 
Contribution and Exchange Agreement and Joinder Agreement
 
On August 18, 2026, Track Group, Inc., a Delaware corporation (the “Company”), and Track Group Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“TG Holdings”), entered into a Contribution and Exchange Agreement (the “Contribution Agreement”) wherein the Company transferred, conveyed and delivered to TG Holdings, all of Company’s rights, title and interest in and to its ownership of the Company’s other wholly-owned subsidiaries, consisting of Track Group Americas, Inc., Track Group Analytics Ltd., Track Group – Puerto Rico Inc. and Emerge Monitoring, Inc (collectively, the “Collateral”). The Contribution Agreement, and Joinder Agreement, referred to below were entered into pursuant to the Credit Agreement, dated April 30, 2026, by and between the Company and Chatham Capital Management, LLC as administrative agent for itself, the Lenders (as defined in the Credit Agreement), and certain affiliates of the Lenders (the “Administrative Agent”).
 
On August 18, 2026, TG Holdings entered into a Joinder Agreement (the “Joinder Agreement”) for the benefit of the Administrative Agent for itself, the Lenders, and certain affiliates of the Lenders, in connection with (i) a Guaranty and Collateral Agreement dated as of April 30, 2026, among grantors party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty and Collateral Agreement”), (ii) that certain Intercompany Subordination Agreement dated as of April 30, 2026, by the Junior Lenders (as defined in the Credit Agreement) from time to time party thereto, in favor of Administrative Agent, and consented to by debtors from time to time. (the debtors’ consent delivered in connection therewith, together with that debtors’ consent, as amended, restated, supplemented or otherwise modified from time to time, the “Intercompany Subordination Agreement”), and (iii) that certain Master Intercompany Demand Note dated as of April 30, 2026 (together with the endorsement delivered in connection therewith, as amended, restated, supplemented or otherwise modified from time to time, the “Master Intercompany Note”). Pursuant to the Joinder Agreement, TG Holdings joined as a grantor and guarantor the Guaranty and Collateral Agreement and assumed all the obligations of a borrowing company and a lending company under the Master Intercompany Note delivered in connection with the Credit Agreement, and pledged to the Administrative Agent a security interest in all of its rights, title and interest in and to the Collateral.
 
The foregoing description of the Contribution Agreement and Joinder Agreement do not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement and Joinder Agreement filed as Exhibit 10.1 and 10.2, respectively to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 8.01 Other Events.
 
On August 18, 2026, TG Holdings was formed as a wholly-owned subsidiary of the Company, in connection with the Company’s commitments made in connection with the Credit Agreement as previously disclosed in the Company’s Current Report on Form 8-K filed on May 1, 2026.
 
The information under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
Exhibit No.
Description
10.1
Contribution and Exchange Agreement by and between the Company and Track Group Holdings, LLC dated August 18, 2026
10.2
Joinder Agreement by and between Track Group Holdings, LLC and Chatham Capital Management, as administrative agent, dated August 18, 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.
 
 
TRACK GROUP, INC.
 
 
 
 
 
Date: August 24, 2026
By:
/s/ James A. Berg
 
 
 
James A. Berg
 
 
 
Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

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