Form 8-K - Current report

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): September 6, 2024 (August 30, 2024)


THE AARON'S COMPANY, INC.

(Exact name of Registrant as Specified in Charter)

Georgia

1-39681

85-2483376

(State or other Jurisdiction of Incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

400 Galleria Parkway SE

Suite 300

Atlanta

Georgia

30339-3194

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (678) 402-3000

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 (see General Instruction A.2. below):

☐ 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
Common Stock, $0.50 Par Value	AAN	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 5.04. Temporary Suspension of Trading Under Registrants's Employee Benefit Plans.

Under applicable Securities and Exchange Commission (“SEC”) rules, and in connection with, as previously announced, The Aaron’s Company, Inc. (“AAN”) being acquired by IQVentures Holdings, LLC by means of a merger (the “Merger”), AAN is filing this Form 8-K to report that participants in the Aaron’s 401(k) Retirement Plan (the “Plan”) are anticipated to be subject to a blackout period. On August 30, 2024, the Plan’s administrator provided notice of the anticipated need to institute a blackout period under the Plan in excess of three consecutive business days in connection with the Merger (the “Blackout Period”). The Blackout Period will apply with respect to the ability of Plan participants to direct or diversify investments in their individual accounts in the Plan, obtain a loan from the Plan, or obtain a distribution from the Plan.

On September 6, 2024, AAN sent a notice (the “Notice”) to its directors and officers informing them of the Blackout Period and certain trading prohibitions that they will be subject to during the Blackout Period, in accordance with the applicable requirements of the Securities Exchange Act of 1934, as amended. A copy of the Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:


Exhibit No.			Description

99.1			Notice to Directors and Executive Officers of AAN dated September 6, 2024.
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.


			THE AARON'S COMPANY, INC.
		By:	/s/ C. Kelly Wall
Date:	September 6, 2024		C. Kelly Wall Chief Financial Officer

Exhibit 99.1


To: Members of the Board of Directors and Executive Officers of The Aaron's Company, Inc.

Date: September 6, 2024

Re: Notice of Blackout Period to Directors and Executive Officers

Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s (“SEC”) Regulation BTR, The Aaron’s Company, Inc. (“AAN”) is required to notify you if certain restrictions are imposed on your trading in AAN equity securities (within the meaning of Rule 100(f) of Regulation BTR) due to a “blackout period” under the Aaron’s 401(k) Retirement Plan (the “Plan”).

To effectuate AAN’s previously announced acquisition by IQVentures Holdings, LLC (“IQV”) (the “Merger”), Polo Merger Sub, Inc., a wholly owned subsidiary of IQV (“Merger Sub”) is expected to merge with and into AAN, with AAN surviving the Merger as a wholly owned subsidiary of IQV. In connection with the Merger (among other things), each share of AAN common stock, par value $0.50 per share (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger (other than dissenting shares, treasury shares and shares owned by AAN or any direct or indirect wholly owned subsidiary of AAN), including any shares of Common Stock that are held for participants in the Plan who are invested in the AAN stock fund under the Plan, will be converted automatically into the right to receive $10.10 in cash, without interest.

AAN has been informed of the anticipated need to institute a blackout period under the Plan of more than three consecutive business days in connection with the Merger (the “Blackout Period”).

The Blackout Period is expected to begin during the week of September 29, 2024, and is expected to end during the calendar week of November 24, 2024 (unless the plan administrator for the Plan determines otherwise, in which case AAN’s directors and executive officers will be notified of the change as soon as reasonably practicable).

The Blackout Period will apply with respect to the ability of Plan participants to direct or diversify investments in their individual accounts in the Plan, obtain a loan from the Plan, or obtain a distribution from the Plan.

Applicable securities laws require that during the Blackout Period, AAN’s directors and executive officers (as defined by Rule 100(c) and 100(h) of Regulation BTR) are prohibited from transacting in AAN equity securities that are or were acquired by the directors and executive officers in connection with service or employment as a director or executive officer of AAN. Accordingly, this notice is intended to inform you that, during the Blackout Period, you may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any AAN equity securities that you may acquire or previously acquired in connection with your service or employment as a director or executive officer of AAN. These prohibitions apply to you and to members of your immediate family who share your household, as well as certain trusts, corporations and other entities whose equity ownership may be attributed to you. Please note that these restrictions do not apply to certain limited trading activities, which include (i) dividend reinvestments pursuant to a broad-based plan that does not discriminate in favor of employees and operates on substantially the same terms for all plan participants, (ii) transactions pursuant to a 10b5-1 plan that is not entered into or modified during the Blackout Period or while aware of the actual or approximate beginning or ending dates of the blackout period, and (iii) certain bona fide gifts.

These Blackout Period restrictions are separate from, and in addition to, any other restrictions on trading AAN equity securities currently applicable to AAN’s directors and executive officers.

If you engage in a transaction that violates the restrictions described above, you may be required to forfeit any profits realized from such transaction (as determined in accordance with SEC rules), and may be subject to civil

Exhibit 99.1

and criminal penalties. Accordingly, we strongly urge you to refrain from making any trades in AAN equity securities during the Blackout Period.

AAN’s directors and executive officers will be notified as soon as reasonably practicable if the Blackout Period restrictions described in this notice are not applicable.

This notice will be filed with the SEC as part of a current report on Form 8-K.

During the Blackout Period and for a two-year period after the ending date of the Blackout Period, shareholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the Blackout Period. Any inquiries regarding the Blackout Period (including inquiries regarding whether the Blackout Period has begun or ended) may be directed to:

400 Galleria Parkway SE, STE 300

Atlanta, GA 30339

Attention: Scott Porter, Chief People Officer Telephone Number: (678) 402-3852

Document and Entity Information Document	Sep. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 06, 2024
Entity Registrant Name	THE AARON'S COMPANY, INC.
Entity Central Index Key	0001821393
Amendment Flag	false
Entity Incorporation, State or Country Code	GA
Entity File Number	1-39681
Entity Tax Identification Number	85-2483376
Entity Address, Address Line One	400 Galleria Parkway SE
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30339-3194
City Area Code	678
Local Phone Number	402-3000
Written Communications	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 Par Value
Trading Symbol	AAN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Address, Address Line Two	Suite 300