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): November 3 17, 2023

PARTY CITY HOLDCO INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37344	46-0539758
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
100 Tice Boulevard, Woodcliff Lake, NJ		07677
(Address of principal executive offices)		(Zip code)

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 TradingSymbol(s) Name of each ~~exchangeon~~exchange 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 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Effective~~On November 317, 2023, Mr. ~~Brad~~Jeremy ~~Weston~~Aguilar ~~resigned~~informed ~~from~~Party ~~his~~City ~~role~~Holdco asInc. ~~member~~(the “Company”) of ~~the~~his ~~Board~~intent ofto ~~Directors~~resign ~~and~~from ~~Chief~~his role as Executive ~~Officer~~Vice-President & ofInterim ~~Party~~Chief ~~City~~Financial ~~Holdco~~Officer ~~Inc.~~of (the “Company”), effective December 1, 2023. Mr. ~~Weston~~Aguilar’s ~~plans to pursue other career opportunities and his~~ resignation is not the result of any dispute or disagreement with the Company. The Board of Directors of the Company and management thank Mr. ~~Weston~~Aguilar for his contributions to the Company and wish him well.

InFurther, ~~connection~~on ~~with Mr.~~November ~~Weston’s~~17, ~~resignation~~2023, ~~the Company and~~ Mr. ~~Weston~~Dan ~~have~~Lamadrid, ~~entered~~age ~~into~~48, awas ~~Separation~~appointed ~~Agreement~~as ~~and General Release (~~the ~~“Separation~~Company’s ~~Agreement”),~~Executive ~~which provides that Mr.~~Vice-President ~~Weston~~& ~~will~~Chief ~~receive~~Financial ~~$800~~Officer,~~000~~ oneffective ~~or before~~ December 3118, 2023 ~~and includes Mr~~. ~~Weston’s~~ delivery of a full waiver and release of claims in favor of the Company, and also includes his agreement to certain restrictive covenants relating to non-solicitation, non-disparagement and cooperation.

~~Further, effective on November 3, 2023,~~ Mr. ~~Sean~~Lamadrid ~~Thompson,~~brings ~~age~~over ~~49,~~25 ~~will~~years ~~assume~~of ~~the~~finance ~~role~~and ofaccounting ~~President~~experience, ~~and~~having ~~Interim~~worked ~~Chief~~in ~~Executive~~both ~~Officer~~retail and manufacturing. Mr. ~~Thompson~~Lamadrid ~~has~~served ~~also~~as ~~been~~Chief ~~appointed~~Financial toOfficer ~~the~~of ~~Company’s~~Fashionphile ~~Board~~from ofSeptember ~~Directors~~2021 ~~effective~~through asDecember of2023. ~~the~~Prior ~~same~~to ~~date.~~joining Fashionphile, Mr. ~~Thompson~~Lamadrid ~~previously~~spent ~~served~~over ~~the~~four ~~Company~~years inwith ~~various~~Premium ~~senior~~Apparel, ~~roles~~LLC & Ascena Retail Group, ~~including~~Inc. infrom ~~his~~2019 ~~current~~to ~~role~~2021 as Senior Vice President, Finance and Chief ~~Commercial~~Accounting Officer, ~~since~~and ~~November~~Executive ~~2022.~~Vice ~~Mr. Thompson~~President, ~~was previously named~~ Chief ~~Merchandising~~Financial Officer, inwhere ~~November~~he ~~2019~~oversaw ~~before~~a ~~being~~portfolio ~~promoted~~of toapparel ~~Executive~~brands, ~~Vice~~including ~~President~~Ann Taylor, Loft and ~~Chief~~Lane ~~Commercial~~Bryant. ~~Officer~~Mr. Lamadrid inpreviously ~~September~~held the position of ~~2020.~~Senior ~~Prior~~Vice toPresident, ~~joining~~Chief ~~the~~Accounting ~~Company,~~Officer ~~Mr. Thompson~~and ~~served~~Controller at ~~7-Eleven~~Vitamin Shoppe, Inc. ~~from 2012 to 2019~~, ~~where~~a henational ~~held~~retailer ~~several~~of ~~leadership~~health ~~positions~~and ofwellness ~~increasing responsibility~~products, ~~including~~where ~~SVP~~he ofwas ~~Merchandising,~~employed ~~SVP~~since ~~and~~2011. ~~Chief~~Mr. Lamadrid ~~Customer~~earned ~~Officer,~~a ~~and~~Bachelor’s ~~Vice~~of ~~President,~~Science ~~Acquisition~~(BS) ~~Integration.~~in ~~Previously,~~Accounting hefrom ~~served~~St. inJohn’s ~~merchandising~~University and ~~consulting~~a ~~roles~~Masters ~~with~~of ~~Target~~Business ~~Corporation~~Administration ~~and~~(MBA) ~~The~~in ~~Farnsworth~~Finance ~~Group.~~from MrIona University. ~~Thompson~~ He holds active licenses as a ~~B.A.~~Certified inPublic ~~Psychology~~Accountant (CPA) and anCertified ~~MBA~~Management ~~from~~Accountant ~~Indiana University~~(CMA).

In connection with his at-will appointment as Executive Vice-President & Chief Financial Officer, Mr. ~~Thompson~~Lamadrid ~~has~~entered nointo ~~familial~~an ~~relationships~~Offer Letter with ~~any~~the ~~executive~~Company, ~~officer~~dated orNovember 18, ~~director~~2023 of (the ~~Company~~“Letter Agreement”). ~~There~~Pursuant ~~have~~to ~~been~~the noLetter ~~transactions~~Agreement, inhe ~~which~~will ~~the~~receive ~~Company~~an ~~has~~initial ~~participated~~annual base salary of $550,000, is eligible for an annual bonus target of 75% of his base salary, and inwill ~~which~~receive Mra sign-on cash bonus equal to $300,000. He is also entitled to receive twelve (12) ~~Thompson~~months ~~had~~annual base salary, payable as salary continuation, and a ~~direct~~pro orrata ~~indirect~~annual ~~material~~bonus ~~interest~~for ~~that~~the ~~would~~year bein ~~required~~which employment is terminated, provided such termination is without cause, and to beparticipate ~~disclosed~~in ~~under~~any ~~Item~~applicable ~~404(a)~~Company equity programs and will receive benefits consistent with other senior executives of ~~Regulation~~the ~~S-K~~Company.

InMr. Lamadrid ~~connection~~has no familial relationships with ~~his~~any ~~appointment,~~executive officer or director of the Company. There have been no transactions in which the Company has participated and in which Mr. ~~Thompson~~Lamadrid ~~entered~~had ~~into~~a andirect ~~amendment~~or toindirect ~~Mr. Thompson’s~~material ~~employment~~interest ~~agreement~~that would be required to ~~reflect~~be ~~his~~disclosed ~~new~~under ~~position~~Item 404(a) of Regulation S-K.

The foregoing summary of the Letter Agreement is qualified in its entirety by the copy of such agreement filed hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit		Description

10.1		Letter Agreement, dated November 18, 2023, by and between the Company and Dan Lamadrid.

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.

~~PARTY CITY HOLDCO INC.~~

PARTY CITY HOLDCO INC.

Date: November 3, 2023

/s/ Ian Heller

Date: November 21, 2023

/s/ Ian Heller

Ian Heller

Senior Vice-President, General Counsel and Corporate Secretary

Senior Vice-President & General Counsel

Filing Compare · Party City Holdco Inc.