UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 ORor 15(Dd) ~~OF THE~~

~~SECURITIES~~of ~~EXCHANGE~~the ~~ACT~~Securities OFExchange ~~1934~~Act of 1934

Date of Report (Date of earliest event reported): ~~June 20~~July 23, 2024

CONN’S, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34956	~~001-34956~~	06-1672840	~~06-1672840~~
(State or other jurisdiction ofincorporation)		(Commission File Number)		(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

2445 Technology Forest Blvd., Suite 800, The Woodlands, TX			77381
(Address of principal executive offices)			(Zip Code)

2445 Technology Forest Blvd., Suite 800

The Woodlands, Texas 77381

(Address of principal executive offices)

~~Registrant’s telephone number, including area code:~~ (936) 230-5899

~~Not~~(Registrant’s ~~Applicable~~telephone number, including area code)

~~(Former~~Not ~~name, former address and former fiscal year, if changed since last report)~~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 Each Exchange on Which Registered
Title of each class	Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		CONN		NASDAQ Global Select Market
Common stock, par value $0.01 per share	CONN		Nasdaq Global Select Market

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 o. ☐

Item 31.0103. ~~Unregistered~~Bankruptcy ~~Sales~~or ~~of Equity Securities~~Receivership

On ~~June 20~~July 23, 2024, Conn’s, Inc. (~~the~~ “~~Company~~Conn’s”) ~~received~~and acertain ~~delinquency~~of ~~notification~~its ~~letter~~subsidiaries ~~(the~~including ~~“Notice”)~~Conn ~~from~~Appliances, ~~the~~Inc., ~~Listing~~Conn ~~Qualifications~~Credit ~~Department~~Corporation, ofInc., ~~the~~CAI ~~Nasdaq~~Credit ~~Stock~~Insurance ~~Market~~Agency, Inc., CAI Holding LLC, ~~(“Nasdaq”)~~Conn ~~which~~Credit ~~indicated~~I, ~~that~~LP, ~~the~~New ~~Company~~RTO, ~~was~~LLC, ~~not~~W.S. inBadcock ~~compliance~~Credit ~~with~~I ~~Nasdaq~~LLC, ~~Listing~~W.S. ~~Rule~~Badcock ~~5250(c)(1)~~Credit ~~(the~~LLC, ~~"Rule")~~W.S. ~~because~~Badcock ofLLC ~~the~~and ~~Company~~Conn Lending, LLC (Conn’s, ~~delay~~together inwith ~~filing~~such ~~its~~subsidiaries, ~~Quarterly~~the ~~Report~~“Company”), onfiled ~~Form~~voluntary ~~10-Q~~petitions for relief (the ~~fiscal~~“Chapter ~~quarter~~11 ~~ended~~Cases”) ~~April~~under ~~30,~~chapter ~~2024~~11 of title 11 of the United States Code (the “~~Form~~Bankruptcy ~~10-Q~~Code”) byin the ~~applicable~~United ~~due~~States ~~date~~Bankruptcy ~~required~~Court byfor the ~~U.S.~~Southern ~~Securities~~District ~~and~~of ~~Exchange~~Texas ~~Commission~~ (the ~~"SEC"~~“Bankruptcy Court”).

The ~~Notice states that the~~ Company ~~has~~will 60continue ~~days or until August 19, 2024~~ to ~~submit~~operate totheir ~~Nasdaq~~businesses aas ~~plan~~“debtors-in-possession” tounder ~~regain compliance with~~ the ~~Rule.~~jurisdiction Ifof ~~Nasdaq accepts~~ the ~~Company’s~~Bankruptcy ~~plan~~Court toand ~~regain~~in ~~compliance,~~accordance ~~then~~with ~~Nasdaq may grant~~ the ~~Company~~applicable upprovisions toof ~~180~~the ~~calendar~~Bankruptcy ~~days~~Code ~~from~~and the ~~prescribed~~orders ~~due date~~ of the ~~Form~~Bankruptcy ~~10-Q, or until December 16, 2024, to file the Form 10-Q to regain compliance; however, there can be no assurance that these events will occur~~Court.

~~Neither~~Item ~~the~~2.03 ~~Notice~~Creation ~~nor~~of ~~the~~Direct ~~Company’s~~Financial ~~noncompliance~~Obligation ~~with~~or ~~the~~an ~~Rule~~Obligation ~~has~~under an ~~immediate~~Off-Balance ~~effect~~Sheet onArrangement ~~the listing or trading~~ of ~~the~~a ~~Company’s securities on Nasdaq, which will continue to trade on The Nasdaq Global Select Market under the symbol “CONN.”~~ Registrant

~~Item~~On 7July 24, 2024, the Debtors entered into a senior secured superpriority, priming debtor-in-possession ABL credit facility (the “DIP Facility”), documented pursuant to that certain Amendment No.01 5 ~~Other~~to ~~Events~~Fifth Amended and Restated Loan and Security Agreement, which was approved by the Bankruptcy Court on July 24, 2024. Under the DIP Facility, the Debtors have access to (x) a new money term loan in the aggregate principal amount of $5 million, which will be available immediately upon entry of an interim order approving the DIP Facility, and (y) non-cash loans in an aggregate amount equal to $20,000,000 through the relief provided with respect to the revised prepayment under Section 5.2.2 of the credit agreement approving the DIP Facility.

OnThe ~~June~~foregoing ~~26,~~description ~~2024,~~of the ~~Company~~DIP ~~issued~~Facility adoes ~~press~~not ~~release~~purport ~~announcing~~to ~~that~~be ~~the~~complete ~~Company~~and ~~had~~is ~~received~~qualified ~~the~~in ~~Notice.~~its ~~The~~entirety ~~full~~by ~~text~~reference ofto the ~~press~~credit ~~release~~agreement isapproving ~~attached~~the DIP Facility filed as Exhibit 9910.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~In accordance with General Instruction B.2 of Form 8-K, the information in this~~ Item 72.~~01,~~04 ~~including~~Triggering ~~Exhibit~~Events ~~99.1,~~that ~~shall~~Accelerate ~~not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,~~ or ~~otherwise~~Increase ~~subject~~a toDirect ~~the~~Financial ~~liability~~Obligation ~~of that section, and shall not be incorporated by reference into any registration statement~~ or ~~other~~an ~~document~~Obligation ~~filed~~ under ~~the~~an ~~Securities~~Off-Balance ~~Act~~Sheet ~~of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.~~Arrangement

The commencement of the Chapter 11 Cases constitute an event of default that accelerated the obligations under the following debt instruments (the “Debt Instruments”):

•

$386.8 million in outstanding borrowings under the Fifth Amended and Restated Loan Agreement, dated March 29, 2021, by and among the Company, as parent and guarantor, Conn Appliances, Inc., Conn Credit I, LP and Conn Credit Corporation, Inc., as borrowers, certain banks and financial institutions named therein, as lenders, and JPMorgan Chase Bank, N.A., in its capacity as agent for lenders, as may be amended or supplemented from time to time;

•

$93.0 million in outstanding borrowings under the Term Loan and Security Agreement, dated as of December 18, 2023, among Conn’s, Inc., as parent and guarantor, Conn Appliances, Inc., Conn Credit I, LP, Conn Credit Corporation, Inc., and W.S. Badcock LLC, as borrowers, BRF Finance Co., LLC, as administrative agent and collateral agent, and the financial institutions party thereto, as lenders, as may be amended or supplemented from time to time; and

•

$50.0 million in outstanding borrowings under the Delayed Draw Term Loan and Security Agreement, dated as of July 31, 2023, among Conn’s Inc., as parent and guarantor, Conn Appliances, Inc., Conn Credit I, LP and Conn Credit Corporation, Inc., as borrowers, certain financial institutions, as lenders, and Stephens Investments Holdings LLC, as administrative agent, as may be amended or supplemented from time to time.

Any efforts to enforce payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

Item 8.01

Other Events

Cautionary Note Regarding the Company’s Securities

The Company cautions that trading in Conn’s Common Stock, $0.01 par value per share (the “Common Stock”) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Common Stock may bear little or no relationship to the actual recovery, if any, by the holders of the Common Stock at the conclusion of the Chapter 11 Cases.

Additional Information on the Chapter 11 Cases

Additional information on the Chapter 11 Cases, including court filings and other information related to the proceedings, will be available on a website administrated by Conn’s claims agent, Epiq, at https://dm.epiq11.com/case/connappliances/info.

Item 9.01

Finance Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

ExhibitNumber

Description

99.1*

Press Release of Conn’s, Inc. dated June 26, 2024.

Exhibit 10.l

Amendment No. 5 to Fifth Amended and Restated Loan and Security Agreement, dated July 24, 2024, among the Company, Conn Appliances, Inc., Conn Credit I, LP and Conn Credit Corporation, Inc., certain banks and financial institutions named therein, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders

104

Cover Page Interactive Data File (formatted as Inline XBRL)

Exhibit 104

Cover Page Interactive Data File - the cover page XBRL tags are 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.

CONN’S INC.

~~CONN’S INC.~~

Date: June 26, 2024

By:

/s/ Timothy Santo

Date: July 25, 2024

By:

/s/ Timothy Santo

Name:

Timothy Santo

~~Name:~~

~~Timothy Santo~~

Title:

Executive Vice President, Chief Financial Officer

~~Title:~~

~~Executive Vice President, Chief Financial Officer~~

Filing Compare · CONNS INC