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): ~~July~~September 3122, 2025 (~~July~~September 3118, 2025)

ASGN Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-35636

95-4023433

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

4400 Cox Road, Suite 110, Glen Allen, Virginia

23060

(Address of Principal Executive Offices)

(Zip Code)

(888) 482-8068

Registrant’s telephone number, including area code

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:


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock	ASGN	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 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~July~~September 3118, 2025, (the ~~“Effective~~Board ~~Date”),~~of ~~ASGN~~Directors ~~Incorporated~~ (the “~~Company~~Board”) ~~entered~~of ~~into~~ASGN ~~the~~Incorporated ~~Second Amendment to its Third Amended and Restated Credit Agreement~~ (the “~~Second Amendment~~Company”), byapproved and ~~among~~adopted ~~the~~an ~~Company,~~amendment ~~the lenders party thereto~~ and ~~Wells~~restatement ~~Fargo~~of ~~Bank, National Association, as administrative agent. The Second Amendment amends~~ the Company’s ~~existing Third~~ Amended and Restated ~~Credit~~Bylaws ~~Agreement, dated as of August 31, 2023~~ (as so amended, ~~restated, supplemented and otherwise modified to date,~~ the “~~Existing Credit Agreement~~Bylaws”). byAmong ~~providing~~certain another ~~incremental~~technical, ~~term~~conforming, ~~loan~~modernizing ~~facility~~and ~~(the~~clarifying ~~“Incremental Term A Loans”) in an aggregate principal amount of $100.0 million~~changes, ~~which~~the ~~was~~amendments ~~borrowed~~contained in ~~full on~~ the ~~Effective Date.~~Bylaws:

~~The~~•Enhance ~~Incremental~~procedural ~~Term~~mechanics Ain ~~Loans~~connection ~~bear~~with ~~interest,~~stockholder atnominations ~~the~~of ~~Company’s~~directors ~~option,~~and atsubmissions ~~base rate plus a spread~~ of ~~0.50%~~proposals toregarding ~~1.50%~~other orbusiness anat ~~adjusted~~stockholder ~~term SOFR rate (based on one~~meetings, ~~three~~including orrequiring ~~six-month interest periods) plus~~ a ~~spread~~stockholder of ~~1.50%~~record topresent ~~2.50%,~~ in ~~each~~person ~~case~~at ~~with~~the ~~such~~meeting ~~spread~~to ~~being~~submit ~~determined~~such ~~based~~nomination onor ~~the~~proposal ~~Company’s~~and ~~consolidated~~specifying ~~secured~~that ~~leverage~~the ~~ratio. The~~deadline ~~base~~for ~~rate~~advance ~~means~~notice ~~the highest~~ of ~~the~~proposals ~~prime~~for ~~rate,~~an ~~the~~annual ~~federal~~meeting ~~funds~~of ~~rate~~stockholder ~~plus~~will agenerally ~~margin~~be ~~equal to 0.50% and~~ the ~~adjusted~~same ~~term~~as ~~SOFR~~that ~~rate~~ for anominations, ~~1-month~~which ~~interest period plus a margin equal to 1.00%. Interest~~ is ~~due~~not ~~and~~later ~~payable~~than in90 ~~arrears~~days ~~(a)~~nor ~~quarterly~~more ~~for~~than ~~Incremental~~120 ~~Term~~days Aprior ~~Loans~~to ~~bearing interest at~~ the ~~base rate and (b) at the end of an interest period (or at each three~~one-~~month~~year ~~interval~~anniversary ~~in the case~~ of ~~loans with interest periods greater than three months) in~~ the ~~case~~preceding ofyear’s ~~Incremental~~annual ~~Term A Loans bearing interest at the adjusted term SOFR rate~~meeting. ~~The~~ ~~Company (a) is required to make quarterly amortization payments of $625~~Accordingly,~~000~~ ~~with~~business ~~respect~~proposals ~~to the Incremental Term A Loans~~ for the ~~first~~2026 ~~four~~annual ~~fiscal~~meeting ~~quarters ending after the Effective Date, and~~ of ~~$1,250,000~~stockholders ~~for~~must ~~each~~be ~~fiscal~~delivered ~~quarter~~to ~~thereafter and (b) paid other customary fees and costs in connection with~~ the ~~Incremental~~Secretary ~~Term~~not Aearlier ~~Loans. In~~than ~~addition,~~ the ~~Company~~close ~~must~~of ~~maintain~~business aon ~~consolidated~~February ~~secured~~12, ~~leverage~~2026 ~~ratio~~and of not ~~greater~~later than ~~3.75 to 1.00. The maturity date for~~ the ~~Incremental~~close ~~Term~~of Abusiness ~~Loans~~on isMarch ~~February~~ 14, ~~2028~~2026.

~~Consistent~~•Enhance ~~with~~disclosure ~~the~~requirements ~~Existing~~in ~~Credit~~connection ~~Agreement,~~with ~~the~~stockholder ~~Company’s~~nominations ~~obligations~~of indirectors ~~respect~~and submissions of ~~the~~proposals ~~Incremental~~regarding ~~Term~~other Abusiness ~~Loans~~at ~~are~~stockholder ~~secured~~meetings, byincluding, ~~substantially~~without ~~all~~limitation, ofrequiring ~~the~~certain ~~Company’s~~additional ~~assets,~~background ~~subject~~and toownership ~~customary~~information ~~exceptions,~~and disclosures regarding proposing and ~~guaranteed~~nominating bystockholders ~~the~~and ~~material~~other ~~domestic~~persons ~~subsidiaries~~related ofto ~~the~~or ~~Company~~participating in a stockholder’s solicitation of proxies.

~~Use~~•Require ofstockholder ~~Proceeds.~~nominees ~~The~~to ~~increased~~complete ~~liquidity~~a ~~provided~~questionnaire ~~by the Incremental Term A Loans enhances the Company’s financial flexibility, allowing the Company~~ to ~~strategically~~provide ~~allocate~~certain ~~future~~background ~~cash~~information ~~flows~~and inrepresentation aand ~~manner~~representations ~~that~~regarding ~~serves~~disclosure ~~the best interests~~ of ~~stockholders,~~voting ~~including~~or ~~organic~~compensation ~~investments in the business~~arrangements, ~~creating~~compliance ~~additional~~with ~~availability under~~ the Company’s ~~current~~policies ~~$500~~and ~~million~~guidelines ~~Senior~~and ~~Secured~~intent ~~Revolving~~to ~~Credit~~serve ~~Facility~~the ~~(due~~entire ~~2028) for future acquisitions, and buying back shares~~term.

~~The~~•Add ~~Incremental~~procedural ~~Term~~mechanics Afor ~~Loans~~stockholders ~~are otherwise subject~~ to ~~the~~call ~~same~~special ~~terms~~meetings ~~and conditions as those set forth in the Existing Credit Agreement, including but not limited to representations and warranties, events~~ of ~~default,~~stockholders ~~and~~or ~~affirmative~~act ~~and~~by ~~negative~~written ~~covenants~~consent.

~~The~~•Update ~~foregoing~~provisions ~~description~~relating ofto ~~the~~calling ~~Second Amendment is only a summary~~ and isnotices ~~qualified in its entirety by reference to the full text~~ of ~~the~~special ~~Second~~Board ~~Amendment, a copy of which is attached hereto as Exhibit 10~~meetings.~~1 and incorporated herein by reference.~~

~~Item~~•Clarify ~~2.03.~~procedures ~~Creation~~for ofdirector aand ~~Direct~~officer ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~resignations.

~~The~~•Update ~~information~~procedures ~~set~~governing ~~forth~~stock intransfers ~~Item~~and ~~1.01~~record isdate ~~incorporated herein by reference~~setting.

•Update the Company’s indemnification obligations regarding directors and officers.

•Make various other updates, including ministerial and conforming changes, and changes in furtherance of gender neutrality.

The Bylaws are filed herewith as Exhibit 3.1. The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
(d) Exhibits.
Exhibit Number						Description
Exhibit No.						Description
10.1						Second Amendment to Third Amended and Restated Credit Agreement, dated as of July 31, 2025, by and among ASGN Incorporated, as the borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders named therein
3.1						Sixth Amended and Restated Bylaws of ASGN Incorporated, effective September 18, 2025
104.1						Cover page interactive data file (embedded within the Inline XBRL document)
104						Cover Page Interactive Data File (formatted as inline XBRL)

Schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities ~~and~~ Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						ASGN Incorporated
Date: July 31, 2025						/s/ Marie L. Perry
Date: September 22, 2025						/s/ Jennifer Hankes Painter
						Marie L. Perry
						Jennifer Hankes Painter
						Executive Vice President and Chief Financial Officer
						Senior Vice President, Chief Legal Officer and Secretary

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