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): ~~October~~ 26November 3, 2023

PARTY CITY HOLDCO INC.

(Exact name of registrant as specified in its charter)

Delaware	~~001-37344~~	46001-~~0539758~~37344	46-0539758
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdictionof incorporation)		(CommissionFile Number)	(I.R.S. EmployerIdentification Number)


100 Tice Boulevard, Woodcliff Lake, NJ		07677
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (914) 345-2020

Former name or former address, if changed since last report: N/A

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~~TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered

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 45.0102. –Departure ~~Changes~~of inDirector ~~Registrant’s~~or ~~Certifying~~Certain ~~Account~~Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~October 21~~November 3, 2023, ~~Party City Holdco Inc~~Mr. Brad ~~(the~~Weston ~~“Company”)~~resigned ~~appointed~~from ahis ~~new~~role ~~accounting firm to serve~~ as ~~the~~member ~~Company’s~~of ~~independent registered public accounting firm commencing with~~ the ~~audit~~Board of ~~the~~Directors ~~Company’s~~and ~~financial~~Chief ~~statements~~Executive ~~for~~Officer ~~the~~of ~~fiscal~~Party ~~year~~City ~~ending~~Holdco ~~December 31, 2022~~Inc. ~~The Audit Committee of the Board of Directors~~ (the “~~Audit Committee~~Company”). ofMr. Weston ~~the~~plans ~~Company~~to ~~previously~~pursue ~~approved~~other ~~the~~career ~~engagement of~~opportunities ~~BDO~~and ~~USA,~~his ~~P.C.~~resignation ~~(“BDO”)~~is onnot ~~July 20, 2023 as~~ the ~~Company’s~~result ~~independent~~of ~~registered~~any ~~public~~dispute ~~accounting~~or ~~firm~~disagreement ~~for~~with the ~~fiscal year ending December 31, 2022~~Company. The ~~engagement~~Board of ~~BDO~~Directors ~~became~~of ~~effective~~the onCompany ~~October~~and ~~21,~~management ~~2023~~thank ~~following~~Mr. Weston ~~the~~for ~~execution~~his ofcontributions to the Company~~’s engagement~~ ~~letter~~and ~~with~~wish ~~BDO~~him well.

~~During the~~In ~~fiscal~~connection ~~years~~with ~~ended~~Mr. Weston’s ~~December 31~~resignation, ~~2022~~the ~~and~~Company ~~2021~~ and ~~the~~Mr. Weston ~~subsequent~~have ~~interim~~entered ~~period~~into ~~from~~a ~~January~~Separation 1,Agreement ~~2023~~and ~~through~~General ~~October~~Release ~~September~~(the 30“Separation Agreement”), ~~2023,~~ ~~neither~~which ~~the~~provides ~~Company~~that ~~nor~~Mr. Weston ~~anyone~~will onreceive ~~its~~$800,000 ~~behalf~~on ~~consulted~~or ~~with~~before ~~BDO~~December 31, ~~regarding~~2023 ~~either:~~and ~~(a)~~includes ~~the~~Mr. Weston’s ~~application~~delivery of ~~accounting principles to~~ a ~~specified~~full waiver ~~transaction,~~and ~~either~~release ~~completed~~of orclaims ~~proposed,~~in orfavor ~~the type~~ of ~~audit opinion that might be rendered on~~ the Company~~’s financial statements~~, and noalso ~~written~~includes ~~report~~his oragreement ~~oral advice was provided~~ to ~~the~~certain ~~Company~~restrictive ~~that~~covenants ~~BDO~~relating ~~concluded was an important factor considered by the Company in reaching a decision as~~ to ~~any accounting~~non-solicitation, auditing or financial reporting issue; or (b) any matter that was either the subject of a “disagreement” or a “reportable event”, as such terms are defined in Items 304(a)(1)(iv) and (v), respectively, of ~~Regulation S~~non-Kdisparagement and ~~the related instructions~~cooperation.

~~SIGNATURES~~Further, effective on November 3, 2023, Mr. Sean Thompson, age 49, will assume the role of President and Interim Chief Executive Officer. Mr. Thompson has also been appointed to the Company’s Board of Directors effective as of the same date. Mr. Thompson previously served the Company in various senior roles, including in his current role as President and Chief Commercial Officer since November 2022. Mr. Thompson was previously named Chief Merchandising Officer in November 2019 before being promoted to Executive Vice President and Chief Commercial Officer in September of 2020. Prior to joining the Company, Mr. Thompson served at 7-Eleven, Inc. from 2012 to 2019, where he held several leadership positions of increasing responsibility, including SVP of Merchandising, SVP and Chief Customer Officer, and Vice President, Acquisition Integration. Previously, he served in merchandising and consulting roles with Target Corporation and The Farnsworth Group. Mr. Thompson holds a B.A. in Psychology and an MBA from Indiana University.

~~Pursuant~~Mr. Thompson tohas ~~the~~no ~~requirements~~familial relationships with any executive officer or director of the ~~Securities~~Company. ~~Exchange~~There ~~Act~~have ofbeen ~~1934,~~ no transactions in which the ~~registrant~~Company has ~~duly~~participated ~~caused~~and ~~this~~in ~~report~~which toMr. Thompson had a direct or indirect material interest that would be ~~signed~~required onto ~~its~~be ~~behalf~~disclosed byunder ~~the~~Item ~~undersigned~~404(a) ~~hereunto~~of ~~duly~~Regulation ~~authorized~~S-K.

	PARTY CITY HOLDCO INC.
Date: October 26, 2023	By:	/s/ Ian Heller
	Name:	Ian Heller
	Title:	Senior Vice-President & General Counsel

In connection with his appointment, the Company and Mr. Thompson entered into an amendment to Mr. Thompson’s employment agreement to reflect his new position.

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.

PARTY CITY HOLDCO INC.

Date: November 3, 2023

/s/ Ian Heller

Ian Heller

Senior Vice-President, General Counsel and Corporate Secretary

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