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): March 18, 2026
Resolute Holdings Management, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-42458 | 33-1246734 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 445 Park Avenue, Suite 5B New York, NY (Address of Principal Executive Offices) | 10022 (Zip Code) | ||
(212) 256-8405
(Registrant’s telephone number, including area code)
N/A
(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(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | RHLD | 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 1.01. Entry into a Material Definitive Agreement.
On March 18, 2026, Resolute Holdings Management, Inc., a Nevada corporation (“Resolute Holdings” or the “Company”), entered into an Incremental Amendment (the “Credit Agreement Amendment”), to the Company’s existing Credit Agreement, dated as of February 20, 2026 (the “Existing Credit Agreement,” as amended by the Credit Agreement Amendment, the “Amended Credit Agreement), by and among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and the other parties named therein. The Credit Agreement Amendment provides for a $10 million increase (the “Incremental Revolving Commitments”) of the total revolving commitments under the Existing Credit Agreement to an aggregate amount of $40 million. The Incremental Revolving Commitments have the same terms as the existing revolving commitments under the Existing Credit Agreement, including interest rate and maturity date. The parties to the Amended Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement, the material terms of which are otherwise unchanged.
The foregoing description of the Credit Agreement Amendment and the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 regarding the Credit Agreement Amendment and the Amended Credit Agreement is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Incremental Amendment, dated March 18, 2026, by and among Resolute Holdings Management, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
Date: March 23, 2026
| RESOLUTE HOLDINGS MANAGEMENT, INC. | ||||
| By: | /s/ Kurt Schoen | |||
| Name: | Kurt Schoen | |||
| Title: | Chief Financial Officer | |||