ALLIANCE ENTERTAINMENT HOLDING CORP 8-K

What Happened

• On June 24, 2026, Alliance Entertainment Holding Corporation reported that a written consent was delivered to its Board by the Majority Stockholders (the Bruce Ogilvie, Jr. Trust dated January 20, 1994; Jeffrey Walker, CEO and director; and the Ogilvie Legacy Trust dated September 14, 2021). The Majority Stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to amend and restate the charter (the Third Amended and Restated Certificate of Incorporation) to eliminate the voting rights of the Class E Common Stock, except to the extent required by law. The Company filed an Information Statement under Section 14(c) with the SEC on June 24, 2026. The new charter will be filed with the Delaware Secretary of State and will become effective on the 21st day after the Information Statement is mailed to stockholders.

Key Details

• Written consent delivered: June 24, 2026.
• Majority Stockholders: Bruce Ogilvie, Jr. Trust; Jeffrey Walker (CEO); Ogilvie Legacy Trust. Bruce Ogilvie is Executive Chairman and trustee of one trust.
• Holdings: 46,847,262 shares of Class A Common Stock and 58,866,667 shares of Class E Common Stock.
• Voting power: these holdings represent ~95.3% of the voting power of the Company’s issued and outstanding Common Stock and ~98.1% of the voting power of the Company’s issued and outstanding Class E Common Stock.
• Filing: Information Statement filed under Section 14(c) on June 24, 2026; charter amendment effective 21 days after the Information Statement is mailed.

Why It Matters

• The approved amendment removes the voting rights of Class E shares (except as required by law), changing the company’s shareholder voting structure. For investors, this is a governance change that alters which shares can vote on corporate matters; the Majority Stockholders who approved the change currently control the vast majority of voting power. The amendment becomes effective only after the Company files the revised charter and completes the 21-day mailing period required after the Information Statement is sent to stockholders.