Date: 2/13/2026
Form: 8-K - Current report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
| (Exact Name of Registrant as Specified in its Charter) |
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
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(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 | ||
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).
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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 2.02. | Results of Operations and Financial Condition. |
On February 12, 2026, Alliance Entertainment Holding Corporation, a Delaware corporation (the "Company” or "Alliance”), issued a press release regarding Alliance’s financial results for its fiscal quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in this Item 2.02, including the exhibit attached hereto, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act”), or the Exchange Act.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 10, 2026, the Company entered into new executive employment agreements with Jeffrey Walker and Bruce Ogilvie, which supersede and replace Mr. Walker’s and Mr. Ogilvie’s respective prior employment agreements with the Company. Pursuant to the employment agreements, Mr. Walker will continue to serve as the Company’s Chief Executive Officer and Mr. Ogilvie will continue to serve as the Company’s Executive Chairman, each for a three-year term. Under the employment agreements, each of Mr. Walker and Mr. Ogilvie will receive an annual base salary of $800,000. All other terms of each executive’s employment agreement are substantially similar to each executive’s prior employment agreement.
The foregoing description of the employment agreements is a summary and does not purport to be complete. Such description is qualified in its entirety by reference to the text of the employment agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
An updated version of an investor presentation of the Company is attached as Exhibit 99.2 to this Current Report on Form 8-K. The presentation will be accessible online through the Investor Relations section of the Company’s website, located at ir.aent.com, under the heading "Investor Presentation.” The information on the Company’s website is not a part of this Current Report on Form 8-K.
The information set forth in this Item 7.01, including the exhibit attached hereto, shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s management and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including those factors discussed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC”) on September 10, 2025 under the heading "Risk Factors,” and other documents of the Company filed, or to be filed, with the SEC, which are accessible through the Investor Relations section of the Company’s website at ir.aent.com. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The Company disclaims any obligation to update any forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit | |
| 10.1 | ||
| 10.2 | Employment Agreement by and between Alliance Entertainment Holding Corporation and Bruce Ogilvie, dated February 10, 2026 | |
| 99.1 | Press Release dated February 12, 2026. | |
| 99.2 | Investor Presentation. | |
| 104 | Cover Page Interactive Data File (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.
| Dated: February 12, 2026 | ALLIANCE ENTERTAINMENT HOLDING CORPORATION | |
| By: | /s/ Bruce Ogilvie | |
| Name: | Bruce Ogilvie | |
| Title: | Executive Chairman | |
Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2026, between Alliance Entertainment Holding Corporation (the “Company”) and Jeffrey Walker (“Executive,” together with the Company, the “Parties” and, each, a “Party”).
WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth in this Agreement;
WHEREAS, on February 10, 2023, the Company and Executive entered into an employment agreement (the “Prior Agreement”); and
WHEREAS, the Company and Executive desire to terminate the Prior Agreement upon execution of this Agreement;
NOW, THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. Employment; Title; Duties and Location. The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, on the terms and subject to the conditions set forth herein. During the Employment Period (as defined in Section 2 below), Executive shall serve the Company as Chief Executive Officer. Executive shall perform the duties consistent with Executive’s title and position and such other duties commensurate with such position and title as shall be specified or designated by the Company from time to time.
2. Term.
2.1 Term. Executive’s employment hereunder shall commence on February 10, 2026 (the “Commencement Date”) and shall continue for a three (3) years (the “Term”), subject to earlier termination exclusively as provided for in Section 6 below. For the purposes of this Agreement, the “Employment Period” means the period of Executive’s employment hereunder (regardless of whether such period ends prior to the end of the Term and regardless of the reason for Executive’s termination of employment hereunder).
3. Compensation. During the Employment Period only (unless otherwise expressly provided for herein), Executive shall be entitled to the following compensation and benefits.
3.1 Salary. Executive shall receive a base salary (the “Base Salary”) payable in substantially equal installments in accordance with the Company’s normal payroll practices and procedures in effect from time to time and subject to applicable withholdings and deductions. Executive’s starting Base Salary shall be at the annual rate of $800,000.
3.2 Bonus. Executive shall be eligible to participate in the current Alliance Leadership Bonus Plan (“Management Bonus Plan”) at a bonus rate of up to 100% of Base Salary subject to the terms and conditions set forth in the Bonus Plan. To be eligible for a Bonus, at the time such Bonus is paid, Executive must be employed by the Company and not given or been given notice of termination of employment, except as otherwise provided in Section 7 below.
3.3 Omnibus Equity Incentive Plan. Executive shall be eligible to participate in any stock bonus incentive plan offered by the Company to the extent determined by the Board.
3.4 Benefits.
a) Executive shall have the right to receive or participate in all employee benefit programs and perquisites generally established by the Company from time to time for employees similarly situated to Executive, subject to the general eligibility requirements and other terms of such programs and perquisites, and subject to the Company’s right to amend, terminate or take other similar action with respect to any such programs and perquisites.
3.5 Vacation and Other Paid Time Off. Executive shall be entitled to five (5) weeks of paid vacation, as well as sick days and any other paid time off, each year in accordance with then current Company policy and applicable law.
3.6 Automobile.
a) The Company shall (i) pay Executive up to $2,000 per month for the monthly payment of an automobile lease; and (ii) reimburse Executive for all reasonable and properly documented expenses associated with such automobile (including automobile insurance, repairs and gas).
3.7 Air Travel. Executive shall be entitled to first class air travel, where available, when traveling on Company business, and Executive agrees to use any upgrade programs or opportunities for such travel whenever feasible.
3.8 Required Taxes and Withholdings. The Company shall withhold from any payments made to Executive (including, without limitation, those made under this Agreement) all federal, state, local or other taxes and withholdings as shall be required pursuant to any law or governmental regulation or ruling.
4. Exclusivity and Best Efforts. During the Employment Period, Executive shall (i) in all respects conform to and comply with the lawful directions and instructions given to Executive by the Company; (ii) subject to the proviso below, devote Executive’s entire business time, energy and skill to Executive’s services under this Agreement; (iii) use Executive’s best efforts to promote and serve the interests of the Company and to perform Executive’s duties and obligations hereunder in a diligent, trustworthy, businesslike, efficient and lawful manner; (iv) comply with all applicable laws and regulations, as well as the policies and practices established by the Company from time to time and made applicable to its employees generally or senior executives; and (v) not engage in any activity that, directly or indirectly, impairs or conflicts with the performance of Executive’s obligations and duties to the Company, provided, however, that the foregoing shall not prevent the Executive from managing Executive’s personal affairs and passive personal investments and participating in charitable, civic, educational, professional or community affairs, so long as, in the aggregate, any such activities do not unreasonably interfere or conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict with the Company, as reasonably determined by the Company.
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5. Reimbursement for Expenses. Executive is authorized to incur reasonable expenses in the discharge of the services to be performed hereunder in accordance with the Company’s expense reimbursement policies, as the same may be modified by the Company from time to time in its sole and complete discretion (the “Reimbursement Policies”). Subject to the provisions of Section 12.2 below (Section 409A Compliance), the Company shall reimburse Executive for all such proper expenses upon presentation by Executive of itemized accounts of such expenditures in accordance with the terms of the Reimbursement Policies.
6. Termination.
6.1 Death. Executive’s employment shall immediately and automatically be terminated upon Executive’s death.
6.2 Disability. The Company may, subject to applicable law, terminate Executive’s employment due to a Disability by providing written notice of such termination and its effective date to Executive. For purposes of this Agreement, “Disability” means a “disability” that entitles Executive to benefits under the applicable Company long-term disability plan covering Executive and, in the absence of such a plan, that Executive shall have been unable, due to physical or mental incapacity, to substantially perform Executive’s duties and responsibilities hereunder for 180 days out of any 365 day period or for 120 consecutive days. In the event of any question as to the existence, extent or potentiality of Executive’s Disability upon which the Company and Executive cannot agree, such question shall be resolved by a qualified, independent physician mutually agreed to by the Company and Executive, the cost of such examination to be paid by the Company. If the Company and Executive are unable to agree on the selection of such an independent physician, each shall appoint a physician and those two physicians shall select a third physician who shall make the determination of whether Executive has a Disability. The written medical opinion of such physician shall be conclusive and binding upon each of the Parties as to whether a Disability exists and the date when such Disability arose. This section shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent applicable) and any applicable state or local laws. Until such termination, Executive shall continue to receive his compensation and benefits hereunder, reduced by any benefits payable to him under any Company-provided disability insurance policy or plan applicable to him.
6.3 For Cause by the Company.
a) For purposes of this Agreement, the term “Cause” means (i) the willful and continual failure by Executive to perform the duties or obligations of his employment with the Company or to carry out the reasonable and lawful directives of the Board (which directives are consistent with Executive’s position); provided such failure remains uncured for a period of thirty (30) days after written notice describing the same is given to Executive; (ii) Executive’s indictment for any crime which constitutes a felony or indictment for any crime involving fraud, intentional or reckless dishonesty, misappropriation or embezzlement (other than any such crime involving the Company or any of its affiliates); (iii) any act of fraud, dishonesty, misappropriation or embezzlement involving the Company or any of its affiliates; (iv) use of alcohol or illegal drugs such as to interfere with the performance of Executive’s obligations hereunder or a violation of the Company’s policy against sexual or other prohibited harassment (v) the indictment of Executive for any crime involving an act of moral turpitude; (vi) any material breach of this Agreement or any other written agreement between the Company and Executive which remains uncured for a period of thirty (30) days after written notice describing the same is given to Executive; or (vii) any attempt by the Executive to improperly secure any personal profit in connection with the business of the Company or any of its affiliates.
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6.4 Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason by written notice of such resignation in compliance with the terms of this Section 6.4. For the purpose of this Agreement, “Good Reason” means (i) a material and substantial diminution in Executive’s duties, authority, or responsibilities that would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 8 below or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; or (iii) other material breach by the Company of a material provision of this Agreement or any other agreement between the Company and Executive; provided, however, that such event shall constitute Good Reason only if (x) Executive has provided the Company with written notice reasonably detailing the event giving rise to Good Reason within thirty (30) days after the initial occurrence thereof or, if later, within thirty (30) days after the date upon which Executive first becomes aware or should have become aware of such event, (y) the Company fails to cure such event within thirty (30) days after delivery to it of such written notice; and (z) Executive actually terminates Executive’s employment for such uncured Good Reason event, on at least ten (10) days’ prior written notice, within thirty (30) days following the expiration of such thirty (30) day period referred to in clause (y) above. Notwithstanding the foregoing, during the Employment Period, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing or alter Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignation for Good Reason, except that Company may waive all or any part of the above-referenced 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the event giving rise to Good Reason or of Executive’s resignation for Good Reason. For the avoidance out doubt, Executive’s exclusive remedy against the Company in the event the Company materially breaches this Agreement is to invoke the provisions of this Section 6.4 and Section 7 below.
6.5 Without Cause or Without Good Reason. The Company may terminate Executive’s employment without Cause, at any time, with or without prior notice, in its sole and complete discretion, by providing written notice of such termination and its effective date to Executive. Likewise, Executive may terminate Executive’s employment without Good Reason upon at least ninety (90) days prior written notice to the Company without any liability. Termination of Executive’s employment without Cause by the Company or without Good Reason by Executive shall not include termination of Executive’s employment due to Executive’s death or Disability or upon expiration of the Term as provided for in Section 6.6 below.
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6.6 Expiration of the Term. Provided Executive’s employment has not been previously terminated pursuant to the terms hereof, Executive’s employment shall be terminated upon the expiration of the then current Term if one Party provides notice to the other of its decision not to renew this Agreement upon the expiration of the then current Term (“Notice of Non-Renewal”). A Notice of Non-Renewal shall be effective only if it is provided to either Party with at least ninety (90) days prior to the end of the then current Term.
7. Effect of Termination of Employment.
7.1 Generally. In the event Executive’s employment with the Company terminates, Executive shall have no right to receive any compensation, benefits or any other payments or remuneration of any kind from the Company, except as otherwise provided by this Section 7, in Section 9 below, in any separate written agreement between Executive and the Company or as may be required by law. In the event Executive’s employment with the Company is terminated for any reason, Executive shall receive the following (collectively, the “Accrued Obligations”): (i) Executive’s Base Salary through and including the effective date of Executive’s termination of employment (the “Termination Date”), which shall be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on or before any earlier date as required by applicable law; (ii) payment for accrued unused vacation time; (iii) payment of any vested benefit due and owing under any employee benefit plan, policy or program pursuant to the terms of such plan, policy or program; and (iv) payment for unreimbursed business expenses subject to, and in accordance with, the terms of Section 5 above, which payment shall be made within 30 days after Executive submits the applicable supporting documentation to the Company, and in any event no later than on or before the last day of Executive’s taxable year following the year in which the expense was incurred.
7.2 Severance Benefits. In the event that Executive’s employment is terminated by the Company pursuant to Section 6.5 above (without Cause) or by Executive pursuant to Section 6.4 hereof (Good Reason), in addition to the Accrued Obligations, Executive shall be entitled to receive severance benefits (the “Severance Benefits”), subject to and in accordance with the terms of this Section 7.2.
a) Benefits. The Severance Benefits shall consist of the payments and benefits provided by this Section 7.2(a).
i. Executive shall receive payment of an amount (the “Severance Pay”) (i) equal to Executive’s Base Salary immediately prior to the Termination Date (or, if Good Reason was attributable to the Company’s failure to pay the minimum amount of Base Salary provided herein, such minimum amount) for the period of time from the day after the Termination Date through the last day of the Term or for a period of twelve (12) months, whichever is greater (the “Severance Period”); and (ii) in addition to payment of any unpaid bonuses from a prior fiscal year, a pro-rata portion of the Bonus based on the amount of days Executive worked for the fiscal year in which the termination occurs. The Severance Pay shall be paid in the form of salary continuation pursuant to the terms and conditions of Section 3.1 above, commencing within ninety (90) days following the Termination Date on the first regularly scheduled payroll date of the Company that is practicable after the effective date of the Separation Agreement (defined in Section 7.2(b) below), except that, if the Separation Agreement may be executed and/or revoked in a calendar year following the calendar year in which the Termination Date occurs, the Severance Pay shall commence on the first regularly scheduled payroll date of the Company in the calendar year in which the consideration or, if applicable, release revocation period ends to the extent necessary to comply with Section 409A (as defined in Section 12.2 below). The first such payment shall include payment for any payroll dates between the Termination Date and the date of such payment.
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ii. Provided Executive timely elects COBRA continuation coverage under the Company’s group health plan, then during the Severance Period and ending on the earliest to occur of (A) the last day of the Severance Period, (B) the date the Executive ceases to be eligible for COBRA, or (C) such time as Executive is eligible for group health insurance benefits from another employer, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee of the Company. Following the expiration of such period, should Executive elect to continue his or his dependents’ health insurance benefits, Executive shall be responsible for the entire cost thereof. If the Company is unable to provide the benefit provided above in this paragraph without violating applicable health care discrimination laws, then, in lieu of such benefit, the Company shall pay Executive a gross amount equal to what the Company’s cost would have been to provide such benefit.
iii. Notwithstanding the foregoing, the aggregate amount described in this Section 7.2(a) shall be reduced by the present value of any other cash severance or termination benefits payable to Executive under any other plans, programs or arrangement of the Company, subject to compliance with Section 409A.
iv. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination for which Executive is eligible for Severance Benefits under this Section 7.2 shall be the receipt of the Severance Benefits.
b) Separation Agreement and Other Conditions for Severance Benefits.
i. Provision of the Severance Benefits is conditioned on (i) Executive’s continued compliance in all material respects with Executive’s continuing obligations to the Company, including, without limitation, the terms of this Agreement that survive termination of Executive’s employment with the Company, and (ii) Executive signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form of that provided to Executive by the Company on or about the Termination Date (the “Separation Agreement”). Executive must so execute the Separation Agreement within 60 days following the Termination Date (or such shorter time as may be set forth in the Separation Agreement).
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c) Mitigation. Executive shall have no duty to seek other employment or to take other action to mitigate the amount of Severance Benefits due him.
8. Notice of Termination. In the event Executive elects to terminate Executive’s employment hereunder by resigning with or without Good Reason under Sections 6.4 or 6.5 above, Executive shall provide the Company with the applicable prior written notice of termination required by such Sections (the “Notice Period”).
9. Cooperation. During and after the Employment Period, Executive shall assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive will also perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this paragraph. Further, if requested, Executive agrees to provide the Company with reasonable assistance, including, without limitation, providing information, in connection with the transition of Executive’s employment duties and responsibilities to others and matters with which Executive was involved during Executive’s employment with the Company. The Company will reimburse Executive for reasonable expenses Executive incurs in fulfilling Executive’s obligations under this Section 9. Notwithstanding the foregoing, this Section shall not be applicable to any claim by the Company against Executive or by Executive against the Company.
10. Representations Regarding Prior Work and Legal Obligations.
10.1 Executive represents and warrants that Executive has no agreement or other legal obligation with any prior employer, or any other person or entity, that restricts Executive’s ability to accept employment with the Company. Executive further represents and warrants that Executive is not a party to any agreement (including, without limitation, a non-competition, non-solicitation, no hire or similar agreement) and has no other legal obligation that restricts in any way Executive’s ability to perform Executive’s duties and satisfy Executive’s other obligations to the Company, including, without limitation, those under this Agreement.
10.2 Executive represents and acknowledges that Executive has been instructed by the Company that at no time should Executive divulge to or use for the benefit of the Company or any Company Affiliates any trade secret or confidential or proprietary information of any previous employer or entity with which Executive was affiliated or of any other third-party. Executive expressly represents and warrants that Executive has not divulged or used any such information for the benefit of the Company or Company Affiliates and will not do so.
10.3 Executive represents and agrees that the Executive has not and will not misappropriate any intellectual property belonging to any other person or entity.
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10.4 Executive acknowledges that the Company is basing important business decisions on these representations, agreements and warranties, and Executive affirms that all of the statements included herein are true. Executive agrees that Executive shall defend, indemnify and hold the Company harmless from any liability, expense (including attorneys’ fees) or claim by any person in any way arising out of, relating to, or in connection with a breach and/or the falsity of any of the representations, agreements and warranties made by Executive in this Section 10.
11. Indemnification. The Company shall indemnify Executive to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive was not entitled to the reimbursement of such fees and expenses), and Executive will be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by Executive in connection with any action, suit or proceeding brought by a third-party to which Executive may be made a party by reason of Executive’s being or having been a director, officer or employee of the Company or any of its affiliates, or Executive’s serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that he acted within the scope of his duties as a director, officer or employee of the Company.
12. Miscellaneous Provisions.
12.1 IRCA Compliance. This Agreement, and Executive’s employment with the Company, is conditioned on Executive’s establishing Executive’s identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA).
12.2 Section 409A Compliance. Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture”) for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). For purposes of this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A, taking into account any required six (6) month delay of termination payments made to “specified employees” of a public company, to the extent then applicable. Any payments required to be delayed by reason of the prior sentence shall be caught up and paid on the earliest date such amounts are permitted to be paid in compliance with Section 409A. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in such following calendar year to the extent necessary to comply with Section 409A. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.
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12.3 Assignability and Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors and legal representatives of Executive, and shall inure to the benefit of and be binding upon the Company, the Company Affiliates and their successors and assigns, but the obligations of Executive are personal services and may not be delegated or assigned. Executive shall not be entitled to assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of Executive’s rights and obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect. This Agreement may be assigned by the Company to a person or entity that is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.
12.4 Severability and Blue Penciling. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect. However, if any court determines that any covenant in this Agreement, is unenforceable because the duration, geographic scope or restricted activities thereof are overly broad, then such provision or part thereof shall be modified by reducing the overly broad duration, geographic scope or restricted activities by the minimum amount so as to make the covenant, in its modified form, enforceable.
12.5 Choice of Law and Forum. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. The Parties (i) agree that any dispute between the Parties, including, without limitation, any dispute concerning or arising out of this Agreement or Executive’s employment hereunder (or termination thereof) shall be litigated exclusively in an appropriate state or federal court in or closest to Miami-Dade County, Florida; (ii) hereby consent, and waive any objection, to the jurisdiction of any such court; (iii) agree that service of process in any such litigation may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at Executive’s or the Company’s address as provided in Section 12.6 below; and (iv) agree that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of Florida. In the event a litigation or other legal proceeding is commenced to resolve any such dispute, the prevailing party in such litigation or proceeding shall be entitled to recover from the non-prevailing party all of its costs, charges, disbursements and fees (including reasonable attorneys’ fees) incurred in connection with such litigation or proceeding and the underlying dispute.
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12.6 Notices.
a) Any notice or other communication under this Agreement shall be in writing and shall be delivered by hand, email, facsimile or mailed by overnight courier or by registered or certified mail, postage prepaid:
i. If to Executive, to Executive’s address on the books and records of the Company.
ii. If to the Company, to 8201 Peters Road, Suite 100, Plantation, Florida 33324, or at such other mailing address, email address or facsimile number as it may have furnished in writing to Executive.
b) Any notice so addressed shall be deemed to be given: if delivered by hand or email, on the date of such delivery; if by facsimile, on the date of such delivery if receipt on such day is confirmed and, if not so confirmed, on the next business day; if mailed by overnight courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing.
12.7 Survival of Terms. All provisions of this Agreement that, either expressly or impliedly, contain obligations that extend beyond termination of Executive’s employment hereunder, shall survive the termination of this Agreement and of Executive’s employment hereunder for any reason.
12.8 Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning, and not strictly for or against any Party. The Parties acknowledge that both of them have participated in drafting this Agreement; therefore, any general rule of construction that any ambiguity shall be construed against the drafter shall not apply to this Agreement. In this Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular and the plural include one another.
12.9 Further Assurances. The Parties will execute and deliver such further documents and instruments and will take all other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.
12.10 Voluntary and Knowing Execution of Agreement. Executive acknowledges that (i) Executive has had the opportunity to consult an attorney regarding the terms and conditions of this Agreement before executing it, (ii) Executive fully understands the terms of this Agreement, and (iii) Executive is executing this Agreement voluntarily, knowingly and willingly and without duress.
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12.11 Entire Agreement; Prior Agreement. This Agreement constitutes the entire understanding and agreement of the Parties concerning the subject matter hereof, and it supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements regarding such subject matter. Each Party acknowledges and agrees that such Party is not relying on, and may not rely on, any oral or written representation of any kind that is not set forth in writing in this Agreement. The Parties agree that the Prior Agreement is hereby terminated, except for those provisions which survive termination as set forth in the Prior Agreement.
12.12 Waivers and Amendments. This Agreement may be altered, amended, modified, superseded or cancelled, and the terms hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party alleged to have waived compliance. Any such signature of the Company must be by an authorized signatory for the Company. No delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
12.13 Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies, electronically scanned copies and other facsimiles of this Agreement (including such signed counterparts) may be used in lieu of the originals for any purpose.
[The remainder of this page is intentionally blank; signature page follows.]
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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.
| /s/ Jeffrey Walker | ||
| Jeffrey Walker | ||
| ALLIANCE ENTERTAINMENT HOLDING CORPORATION | ||
| By: | /s/ Bruce Ogilvie | |
| Name: | Bruce Ogilvie | |
| Title: | Chairman | |
[Signature page to Employment Agreement]
Exhibit 10.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 10, 2026, between Alliance Entertainment Holding Corporation (the “Company”) and Bruce Ogilvie (“Executive,” together with the Company, the “Parties” and, each, a “Party”).
WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth in this Agreement;
WHEREAS, on February 10, 2023, the Company and Executive entered into an employment agreement (the “Prior Agreement”); and
WHEREAS, the Company and Executive desire to terminate the Prior Agreement upon execution of this Agreement;
NOW, THEREFORE, on the basis of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1. Employment; Title; Duties and Location. The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company, on the terms and subject to the conditions set forth herein. During the Employment Period (as defined in Section 2 below), Executive shall serve the Company as Chairman. Executive shall perform the duties consistent with Executive’s title and position and such other duties commensurate with such position and title as shall be specified or designated by the Company from time to time.
2. Term.
2.1 Term. Executive’s employment hereunder shall commence on February 10, 2026 (the “Commencement Date”) and shall continue for a three (3) years (the “Term”), subject to earlier termination exclusively as provided for in Section 6 below. For the purposes of this Agreement, the “Employment Period” means the period of Executive’s employment hereunder (regardless of whether such period ends prior to the end of the Term and regardless of the reason for Executive’s termination of employment hereunder).
3. Compensation. During the Employment Period only (unless otherwise expressly provided for herein), Executive shall be entitled to the following compensation and benefits.
3.1 Salary. Executive shall receive a base salary (the “Base Salary”) payable in substantially equal installments in accordance with the Company’s normal payroll practices and procedures in effect from time to time and subject to applicable withholdings and deductions. Executive’s starting Base Salary shall be at the annual rate of $800,000.
3.2 Bonus. Executive shall be eligible to participate in the current Alliance Leadership Bonus Plan (“Bonus Plan”) at a bonus rate of up to 100% of Base Salary (“Bonus”) subject to the terms and conditions set forth in the Bonus Plan. To be eligible for a Bonus, at the time such Bonus is paid, Executive must be employed by the Company and not given or been given notice of termination of employment, except as otherwise provided in Section 7 below.
3.3 Omnibus Equity Incentive Plan. Executive shall be eligible to participate in any stock bonus incentive plan offered by the Company to the extent determined by the Board.
3.4 Benefits.
a) Executive shall have the right to receive or participate in all employee benefit programs and perquisites generally established by the Company from time to time for employees similarly situated to Executive, subject to the general eligibility requirements and other terms of such programs and perquisites, and subject to the Company’s right to amend, terminate or take other similar action with respect to any such programs and perquisites.
3.5 Vacation and Other Paid Time Off. Executive shall be entitled to five (5) weeks of paid vacation, as well as sick days and any other paid time off, each year in accordance with then current Company policy and applicable law.
3.6 Automobile.
a) The Company shall (i) pay Executive up to $2,000 per month for the monthly payment of an automobile lease; and (ii) reimburse Executive for all reasonable and properly documented expenses associated with such automobile (including automobile insurance, repairs and gas).
3.7 Air Travel. Executive shall be entitled to first class air travel, where available, when traveling on Company business, and Executive agrees to use any upgrade programs or opportunities for such travel whenever feasible.
3.8 Required Taxes and Withholdings. The Company shall withhold from any payments made to Executive (including, without limitation, those made under this Agreement) all federal, state, local or other taxes and withholdings as shall be required pursuant to any law or governmental regulation or ruling.
4. Exclusivity and Best Efforts. During the Employment Period, Executive shall (i) in all respects conform to and comply with the lawful directions and instructions given to Executive by the Company; (ii) subject to the proviso below, devote Executive’s entire business time, energy and skill to Executive’s services under this Agreement; (iii) use Executive’s best efforts to promote and serve the interests of the Company and to perform Executive’s duties and obligations hereunder in a diligent, trustworthy, businesslike, efficient and lawful manner; (iv) comply with all applicable laws and regulations, as well as the policies and practices established by the Company from time to time and made applicable to its employees generally or senior executives; and (v) not engage in any activity that, directly or indirectly, impairs or conflicts with the performance of Executive’s obligations and duties to the Company, provided, however, that the foregoing shall not prevent the Executive from managing Executive’s personal affairs and passive personal investments and participating in charitable, civic, educational, professional or community affairs, so long as, in the aggregate, any such activities do not unreasonably interfere or conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict with the Company, as reasonably determined by the Company.
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5. Reimbursement for Expenses. Executive is authorized to incur reasonable expenses in the discharge of the services to be performed hereunder in accordance with the Company’s expense reimbursement policies, as the same may be modified by the Company from time to time in its sole and complete discretion (the “Reimbursement Policies”). Subject to the provisions of Section 12.2 below (Section 409A Compliance), the Company shall reimburse Executive for all such proper expenses upon presentation by Executive of itemized accounts of such expenditures in accordance with the terms of the Reimbursement Policies.
6. Termination.
6.1 Death. Executive’s employment shall immediately and automatically be terminated upon Executive’s death.
6.2 Disability. The Company may, subject to applicable law, terminate Executive’s employment due to a Disability by providing written notice of such termination and its effective date to Executive. For purposes of this Agreement, “Disability” means a “disability” that entitles Executive to benefits under the applicable Company long-term disability plan covering Executive and, in the absence of such a plan, that Executive shall have been unable, due to physical or mental incapacity, to substantially perform Executive’s duties and responsibilities hereunder for 180 days out of any 365 day period or for 120 consecutive days. In the event of any question as to the existence, extent or potentiality of Executive’s Disability upon which the Company and Executive cannot agree, such question shall be resolved by a qualified, independent physician mutually agreed to by the Company and Executive, the cost of such examination to be paid by the Company. If the Company and Executive are unable to agree on the selection of such an independent physician, each shall appoint a physician and those two physicians shall select a third physician who shall make the determination of whether Executive has a Disability. The written medical opinion of such physician shall be conclusive and binding upon each of the Parties as to whether a Disability exists and the date when such Disability arose. This section shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act (to the extent applicable) and any applicable state or local laws. Until such termination, Executive shall continue to receive his compensation and benefits hereunder, reduced by any benefits payable to him under any Company-provided disability insurance policy or plan applicable to him.
6.3 For Cause by the Company.
a) For purposes of this Agreement, the term “Cause” means (i) the willful and continual failure by Executive to perform the duties or obligations of his employment with the Company or to carry out the reasonable and lawful directives of the Board (which directives are consistent with Executive’s position); provided such failure remains uncured for a period of thirty (30) days after written notice describing the same is given to Executive; (ii) Executive’s indictment for any crime which constitutes a felony or indictment for any crime involving fraud, intentional or reckless dishonesty, misappropriation or embezzlement (other than any such crime involving the Company or any of its affiliates); (iii) any act of fraud, dishonesty, misappropriation or embezzlement involving the Company or any of its affiliates; (iv) use of alcohol or illegal drugs such as to interfere with the performance of Executive’s obligations hereunder or a violation of the Company’s policy against sexual or other prohibited harassment (v) the indictment of Executive for any crime involving an act of moral turpitude; (vi) any material breach of this Agreement or any other written agreement between the Company and Executive which remains uncured for a period of thirty (30) days after written notice describing the same is given to Executive; or (vii) any attempt by the Executive to improperly secure any personal profit in connection with the business of the Company or any of its affiliates.
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6.4 Resignation by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason by written notice of such resignation in compliance with the terms of this Section 6.4. For the purpose of this Agreement, “Good Reason” means (i) a material and substantial diminution in Executive’s duties, authority, or responsibilities that would be inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, as permitted under Section 8 below or as required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith; or (iii) other material breach by the Company of a material provision of this Agreement or any other agreement between the Company and Executive; provided, however, that such event shall constitute Good Reason only if (x) Executive has provided the Company with written notice reasonably detailing the event giving rise to Good Reason within thirty (30) days after the initial occurrence thereof or, if later, within thirty (30) days after the date upon which Executive first becomes aware or should have become aware of such event, (y) the Company fails to cure such event within thirty (30) days after delivery to it of such written notice; and (z) Executive actually terminates Executive’s employment for such uncured Good Reason event, on at least ten (10) days’ prior written notice, within thirty (30) days following the expiration of such thirty (30) day period referred to in clause (y) above. Notwithstanding the foregoing, during the Employment Period, in the event that the Company reasonably believes that Executive may have engaged in conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from performing or alter Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however, that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice of resignation for Good Reason, except that Company may waive all or any part of the above-referenced 10-day notice period or of the 30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the event giving rise to Good Reason or of Executive’s resignation for Good Reason. For the avoidance out doubt, Executive’s exclusive remedy against the Company in the event the Company materially breaches this Agreement is to invoke the provisions of this Section 6.4 and Section 7 below.
6.5 Without Cause or Without Good Reason. The Company may terminate Executive’s employment without Cause, at any time, with or without prior notice, in its sole and complete discretion, by providing written notice of such termination and its effective date to Executive. Likewise, Executive may terminate Executive’s employment without Good Reason upon at least ninety (90) days prior written notice to the Company without any liability. Termination of Executive’s employment without Cause by the Company or without Good Reason by Executive shall not include termination of Executive’s employment due to Executive’s death or Disability or upon expiration of the Term as provided for in Section 6.6 below.
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6.6 Expiration of the Term. Provided Executive’s employment has not been previously terminated pursuant to the terms hereof, Executive’s employment shall be terminated upon the expiration of the then current Term if one Party provides notice to the other of its decision not to renew this Agreement upon the expiration of the then current Term (“Notice of Non-Renewal”). A Notice of Non-Renewal shall be effective only if it is provided to either Party with at least ninety (90) days prior to the end of the then current Term.
7. Effect of Termination of Employment.
7.1 Generally. In the event Executive’s employment with the Company terminates, Executive shall have no right to receive any compensation, benefits or any other payments or remuneration of any kind from the Company, except as otherwise provided by this Section 7, in Section 9 below, in any separate written agreement between Executive and the Company or as may be required by law. In the event Executive’s employment with the Company is terminated for any reason, Executive shall receive the following (collectively, the “Accrued Obligations”): (i) Executive’s Base Salary through and including the effective date of Executive’s termination of employment (the “Termination Date”), which shall be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on or before any earlier date as required by applicable law; (ii) payment for accrued unused vacation time; (iii) payment of any vested benefit due and owing under any employee benefit plan, policy or program pursuant to the terms of such plan, policy or program; and (iv) payment for unreimbursed business expenses subject to, and in accordance with, the terms of Section 5 above, which payment shall be made within 30 days after Executive submits the applicable supporting documentation to the Company, and in any event no later than on or before the last day of Executive’s taxable year following the year in which the expense was incurred.
7.2 Severance Benefits. In the event that Executive’s employment is terminated by the Company pursuant to Section 6.5 above (without Cause) or by Executive pursuant to Section 6.4 hereof (Good Reason), in addition to the Accrued Obligations, Executive shall be entitled to receive severance benefits (the “Severance Benefits”), subject to and in accordance with the terms of this Section 7.2.
a) Benefits. The Severance Benefits shall consist of the payments and benefits provided by this Section 7.2(a).
i. Executive shall receive payment of an amount (the “Severance Pay”) (i) equal to Executive’s Base Salary immediately prior to the Termination Date (or, if Good Reason was attributable to the Company’s failure to pay the minimum amount of Base Salary provided herein, such minimum amount) for the period of time from the day after the Termination Date through the last day of the Term or for a period of twelve (12) months, whichever is greater (the “Severance Period”); and (ii) in addition to payment of any unpaid bonuses from a prior fiscal year, a pro-rata portion of the Bonus based on the amount of days Executive worked for the fiscal year in which the termination occurs. The Severance Pay shall be paid in the form of salary continuation pursuant to the terms and conditions of Section 3.1 above, commencing within ninety (90) days following the Termination Date on the first regularly scheduled payroll date of the Company that is practicable after the effective date of the Separation Agreement (defined in Section 7.2(b) below), except that, if the Separation Agreement may be executed and/or revoked in a calendar year following the calendar year in which the Termination Date occurs, the Severance Pay shall commence on the first regularly scheduled payroll date of the Company in the calendar year in which the consideration or, if applicable, release revocation period ends to the extent necessary to comply with Section 409A (as defined in Section 12.2 below). The first such payment shall include payment for any payroll dates between the Termination Date and the date of such payment.
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ii. Provided Executive timely elects COBRA continuation coverage under the Company’s group health plan, then during the Severance Period and ending on the earliest to occur of (A) the last day of the Severance Period, (B) the date the Executive ceases to be eligible for COBRA or (C) such time as Executive is eligible for group health insurance benefits from another employer, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee of the Company. Following the expiration of such period, should Executive elect to continue his or his dependents’ health insurance benefits, Executive shall be responsible for the entire cost thereof. If the Company is unable to provide the benefit provided above in this paragraph without violating applicable health care discrimination laws, then, in lieu of such benefit, the Company shall pay Executive a gross amount equal to what the Company’s cost would have been to provide such benefit.
iii. Notwithstanding the foregoing, the aggregate amount described in this Section 7.2(a) shall be reduced by the present value of any other cash severance or termination benefits payable to Executive under any other plans, programs or arrangement of the Company, subject to compliance with Section 409A.
iv. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination for which Executive is eligible for Severance Benefits under this Section 7.2 shall be the receipt of the Severance Benefits.
b) Separation Agreement and Other Conditions for Severance Benefits. Provision of the Severance Benefits is conditioned on (i) Executive’s continued compliance in all material respects with Executive’s continuing obligations to the Company, including, without limitation, the terms of this Agreement that survive termination of Executive’s employment with the Company, and (ii) Executive signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form of that provided to Executive by the Company on or about the Termination Date (the “Separation Agreement”). Executive must so execute the Separation Agreement within 60 days following the Termination Date (or such shorter time as may be set forth in the Separation Agreement).
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c) Mitigation. Executive shall have no duty to seek other employment or to take other action to mitigate the amount of Severance Benefits due him.
8. Notice of Termination. In the event Executive elects to terminate Executive’s employment hereunder by resigning with or without Good Reason under Sections 6.4 or 6.5 above, Executive shall provide the Company with the applicable prior written notice of termination required by such Sections (the “Notice Period”). .
9. Cooperation. During and after the Employment Period, Executive shall assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body or agency, including testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive will also perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this paragraph. Further, if requested, Executive agrees to provide the Company with reasonable assistance, including, without limitation, providing information, in connection with the transition of Executive’s employment duties and responsibilities to others and matters with which Executive was involved during Executive’s employment with the Company. The Company will reimburse Executive for reasonable expenses Executive incurs in fulfilling Executive’s obligations under this Section 9. Notwithstanding the foregoing, this Section shall not be applicable to any claim by the Company against Executive or by Executive against the Company.
10. Representations Regarding Prior Work and Legal Obligations.
10.1 Executive represents and warrants that Executive has no agreement or other legal obligation with any prior employer, or any other person or entity, that restricts Executive’s ability to accept employment with the Company. Executive further represents and warrants that Executive is not a party to any agreement (including, without limitation, a non-competition, non-solicitation, no hire or similar agreement) and has no other legal obligation that restricts in any way Executive’s ability to perform Executive’s duties and satisfy Executive’s other obligations to the Company, including, without limitation, those under this Agreement.
10.2 Executive represents and acknowledges that Executive has been instructed by the Company that at no time should Executive divulge to or use for the benefit of the Company or any Company Affiliates any trade secret or confidential or proprietary information of any previous employer or entity with which Executive was affiliated or of any other third-party. Executive expressly represents and warrants that Executive has not divulged or used any such information for the benefit of the Company or Company Affiliates and will not do so.
10.3 Executive represents and agrees that the Executive has not and will not misappropriate any intellectual property belonging to any other person or entity.
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10.4 Executive acknowledges that the Company is basing important business decisions on these representations, agreements and warranties, and Executive affirms that all of the statements included herein are true. Executive agrees that Executive shall defend, indemnify and hold the Company harmless from any liability, expense (including attorneys’ fees) or claim by any person in any way arising out of, relating to, or in connection with a breach and/or the falsity of any of the representations, agreements and warranties made by Executive in this Section 10.
11. Indemnification. The Company shall indemnify Executive to the fullest extent permitted by law, in effect at the time of the subject act or omission, and shall advance to Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that Executive was not entitled to the reimbursement of such fees and expenses), and Executive will be entitled to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers against all costs, charges and expenses incurred or sustained by Executive in connection with any action, suit or proceeding brought by a third-party to which Executive may be made a party by reason of Executive’s being or having been a director, officer or employee of the Company or any of its affiliates, or Executive’s serving or having served any other enterprise as a director, officer or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided that he acted within the scope of his duties as a director, officer or employee of the Company.
12. Miscellaneous Provisions.
12.1 IRCA Compliance. This Agreement, and Executive’s employment with the Company, is conditioned on Executive’s establishing Executive’s identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA).
12.2 Section 409A Compliance. Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months) after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment vests (i.e., is not subject to a “substantial risk of forfeiture”) for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). For purposes of this Agreement, termination of employment shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A. Each payment and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes of application of Section 409A. To the extent any amounts payable by the Company to the Executive constitute “nonqualified deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on which it is permitted to be paid under Section 409A, taking into account any required six (6) month delay of termination payments made to “specified employees” of a public company, to the extent then applicable. Any payments required to be delayed by reason of the prior sentence shall be caught up and paid on the earliest date such amounts are permitted to be paid in compliance with Section 409A. Executive shall have no discretion with respect to the timing of payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in such following calendar year to the extent necessary to comply with Section 409A. All expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii) reimbursements shall be paid no later than the end of the calendar year following the year in which Executive incurs such expenses, and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.
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12.3 Assignability and Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors and legal representatives of Executive, and shall inure to the benefit of and be binding upon the Company, the Company Affiliates and their successors and assigns, but the obligations of Executive are personal services and may not be delegated or assigned. Executive shall not be entitled to assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of Executive’s rights and obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect. This Agreement may be assigned by the Company to a person or entity that is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.
12.4 Severability and Blue Penciling. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect. However, if any court determines that any covenant in this Agreement, is unenforceable because the duration, geographic scope or restricted activities thereof are overly broad, then such provision or part thereof shall be modified by reducing the overly broad duration, geographic scope or restricted activities by the minimum amount so as to make the covenant, in its modified form, enforceable.
12.5 Choice of Law and Forum. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida, without regard to its conflict-of-law principles. The Parties (i) agree that any dispute between the Parties, including, without limitation, any dispute concerning or arising out of this Agreement or Executive’s employment hereunder (or termination thereof) shall be litigated exclusively in an appropriate state or federal court in or closest to King County, Washington; (ii) hereby consent, and waive any objection, to the jurisdiction of any such court; (iii) agree that service of process in any such litigation may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party at Executive’s or the Company’s address as provided in Section 12.6 below; and (iv) agree that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of Florida. In the event a litigation or other legal proceeding is commenced to resolve any such dispute, the prevailing party in such litigation or proceeding shall be entitled to recover from the non-prevailing party all of its costs, charges, disbursements and fees (including reasonable attorneys’ fees) incurred in connection with such litigation or proceeding and the underlying dispute
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12.6 Notices.
a) Any notice or other communication under this Agreement shall be in writing and shall be delivered by hand, email, facsimile or mailed by overnight courier or by registered or certified mail, postage prepaid:
i. If to Executive, to Executive’s address on the books and records of the Company
ii. If to the Company, to 8201 Peters Road, Suite 100, Plantation, Florida 33324, or at such other mailing address, email address or facsimile number as it may have furnished in writing to Executive.
b) Any notice so addressed shall be deemed to be given: if delivered by hand or email, on the date of such delivery; if by facsimile, on the date of such delivery if receipt on such day is confirmed and, if not so confirmed, on the next business day; if mailed by overnight courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing.
12.7 Survival of Terms. All provisions of this Agreement that, either expressly or impliedly, contain obligations that extend beyond termination of Executive’s employment hereunder, shall survive the termination of this Agreement and of Executive’s employment hereunder for any reason.
12.8 Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning, and not strictly for or against any Party. The Parties acknowledge that both of them have participated in drafting this Agreement; therefore, any general rule of construction that any ambiguity shall be construed against the drafter shall not apply to this Agreement. In this Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular and the plural include one another.
12.9 Further Assurances. The Parties will execute and deliver such further documents and instruments and will take all other actions as may be reasonably required or appropriate to carry out the intent and purposes of this Agreement.
12.10 Voluntary and Knowing Execution of Agreement. Executive acknowledges that (i) Executive has had the opportunity to consult an attorney regarding the terms and conditions of this Agreement before executing it, (ii) Executive fully understands the terms of this Agreement, and (iii) Executive is executing this Agreement voluntarily, knowingly and willingly and without duress.
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12.11 Entire Agreement; Prior Agreement. This Agreement constitutes the entire understanding and agreement of the Parties concerning the subject matter hereof, and it supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements regarding such subject matter. Each Party acknowledges and agrees that such Party is not relying on, and may not rely on, any oral or written representation of any kind that is not set forth in writing in this Agreement. The Parties agree that the Prior Agreement is hereby terminated, except for those provisions which survive termination as set forth in the Prior Agreement.
12.12 Waivers and Amendments. This Agreement may be altered, amended, modified, superseded or cancelled, and the terms hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party alleged to have waived compliance. Any such signature of the Company must be by an authorized signatory for the Company. No delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
12.13 Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies, electronically scanned copies and other facsimiles of this Agreement (including such signed counterparts) may be used in lieu of the originals for any purpose.
[The remainder of this page is intentionally blank; signature page follows.]
| 11 |
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.
| /s/ Bruce Ogilvie | ||
| Bruce Ogilvie | ||
| ALLIANCE ENTERTAINMENT HOLDING CORPORATION | ||
| By: | /s/ Jeffrey Walker | |
| Name: | Jeffrey Walker | |
| Title: | Chief Executive Officer | |
[Signature page to Employment Agreement]
Exhibit 99.1
Alliance Entertainment Reports Second Quarter Fiscal Year 2026 Results
Adjusted EBITDA up 15% to $18.5M; Gross Margin expands 210 basis points to 12.8%
Net Income increased to $9.4M, or $0.18 per share, compared to $7.1M, or $0.14 per share, in Q2 FY25
Strengthened balance sheet, ending quarter with $74.1M in working capital
PLANTATION, Fla., February 12, 2026 (GLOBE NEWSWIRE) -- Alliance Entertainment Holding Corporation (Nasdaq: AENT), a premier distributor, logistics provider, and omnichannel fulfillment partner to the entertainment and pop culture collectibles industry, supplying more than 340,000 unique SKUs across music, video, video games, licensed merchandise, and exclusive collectibles to over 35,000 retail and e-commerce storefronts, reported its financial and operational results for its fiscal second quarter ended December 31, 2025.
Second Quarter FY 2026 Highlights
| ● | Sustained Profitability and Margin Execution: Net income increased year-over-year to approximately $9.4 million, or $0.18 per share, up from $7.1 million, or $0.14 per share in Q2 FY25, reflecting continued execution against the Company’s established profitability baseline. Adjusted EBITDA was approximately $18.5 million, an increase of $2.4 million year-over-year. Adjusted EBITDA margin was approximately 5%, compared to 4.1% in Q2 FY25, a 200 basis point improvement over the margin profile achieved in the trailing 12-months ended September 30, 2025. Gross margin expanded 210 basis points year-over-year to 12.8%, driven by favorable mix and higher-value products. A reconciliation of non-GAAP financial measures to the most comparable GAAP measure is provided at the end of this release. |
| ● | Launch of Authentication and Digital Product Identity Platform: On December 31, 2025, the Company completed the acquisition of Endstate, establishing Endstate Authentic, a dedicated NFC-enabled authentication and digital product identity platform. The platform expands Alliance’s role beyond physical product distribution by enabling authenticated ownership, provenance, and verified resale across premium physical goods, supporting the full lifecycle of collectible products from initial sale through secondary markets. Designed as a scalable, enterprise-grade platform, Endstate Authentic is intended to support both Alliance’s internal initiatives and third-party brands, licensors, and ecosystem partners, adding a technology-enabled layer that enhances trust, differentiation, and long-term value creation across the collectibles and premium goods market. Subsequent to quarter end, Alliance launched Alliance Authentic™, a premium vinyl collectibles platform that represents the first commercial application of these capabilities within the Company’s portfolio. |
| ● | Strength in Physical Media: Physical movie revenue increased 33% year-over-year to $114 million, benefiting from sustained demand for premium formats such as 4K Ultra HD and collectible SteelBook editions, as well as the Company’s exclusive distribution partnerships. Alliance was named the exclusive physical media distribution partner for Amazon MGM Studios in North America, effective January 1, 2026, further strengthening its leadership in premium home entertainment and collector-focused releases. Vinyl record sales increased 3% year-over-year, supported by continued consumer demand for collectible and limited-edition releases. Compact disc (CD) sales increased approximately 5% year-over-year, supported by higher unit volumes and the Company’s first full quarter as the exclusive distributor for Virgin Music Group through its AMPED Distribution division. |
| ● | Collectibles Growth and Portfolio Expansion: Collectibles revenue increased 31% year-over-year, driven by higher average selling prices and a continued shift toward premium, licensed products. Results benefited from expanded sourcing activity, new vendor additions, and the continued integration of the Company’s owned brand, Handmade by Robots™. |
| ● | Operational Discipline and Infrastructure Investment: Operating income increased year-over-year to $17.3 million, up from $14.8 million in Q2 FY25, reflecting continued operating leverage and disciplined cost management. Total operating expenses rose modestly, driven by targeted investments in technology, personnel, and infrastructure to support exclusive content partnerships and long-term scalability. Distribution and fulfillment costs were 3.3% of net revenue, consistent with 3.2% in Q2 FY25, supported by warehouse automation initiatives and ongoing efficiencies from prior facility consolidation. |
| ● | Balance Sheet and Liquidity Strength: The Company ended the quarter with working capital of approximately $74.1 million, reflecting disciplined management of inventory and payables. During the quarter, the Company refinanced its asset-based lending agreement with a new $120 million senior secured credit facility from Bank of America, enhancing liquidity and financial flexibility, with availability at quarter end of $35 million. |
“Our second quarter results reflect continued execution against the profitability baseline we established last year,” said Jeff Walker, Chief Executive Officer of Alliance Entertainment. “For the six months ended December 31, 2025, earnings per share increased to $0.28, up from $0.15 in the prior-year period, demonstrating the earnings leverage created by our structurally improved margin profile.
“Physical media continues to perform as a collectible category, supported by exclusive partnerships and strong consumer demand for premium formats,” Walker added. “With the launch of Alliance Authentic™, we’re extending that strategy into premium vinyl collectibles by introducing The Ultimate Vinyl Collectible™, enabling fans and collectors to Own a Piece of Vinyl History™ through authentic, certified, and individually numbered releases sourced directly from rights holders. This initiative builds on our strengths in physical media and reinforces our focus on high-value, enthusiast-driven products. With a structurally stronger margin profile and a growing pipeline of exclusive content, we believe Alliance is well positioned to deliver durable profitability and long-term value for our shareholders.”
Amanda Gnecco, Chief Financial Officer of Alliance Entertainment, said, “Net income in the second quarter increased 33% year-over-year to $9.4 million, and adjusted EBITDA margin improved 92 basis points year-over-year to 5.0%, reflecting the durability of our cost structure and the benefits of our improving product mix.
“During the quarter, we strengthened our balance sheet by refinancing our credit facility with Bank of America, reducing borrowing costs by up to 250 basis points and extending the maturity to five years. We ended the quarter with just over $74 million in working capital and enhanced liquidity, providing greater financial flexibility to support premium inventory, exclusive partnerships, and strategic initiatives while maintaining disciplined capital management,” continued Gnecco.
“As we look ahead, we’re building on a much stronger foundation,” Walker continued. “The acquisition of Endstate and the launch of Endstate Authentic mark an important step in expanding Alliance beyond distribution into authenticated collectibles, digital product identity, and recurring platform-driven revenue. This technology allows us to extend the value of physical products across their entire lifecycle—from initial sale through authenticated resale—while strengthening trust, provenance, and margins across our ecosystem. With the launch of Alliance Authentic™, we are also creating new opportunities in the collectible vinyl market by applying authentication, scarcity, and provenance to products we already source and distribute at scale.
“Separately, our new exclusive partnership with Amazon MGM Studios strengthens our leadership in premium physical home entertainment,” Walker added. “By combining our scale, operational execution, and exclusive studio relationships, we continue to elevate physical movies as collectible formats for fans and enthusiasts. Together, these initiatives reflect a disciplined approach to growth that leverages our scale, exclusivity, and financial flexibility to create long-term shareholder value.”
Second Quarter FY 2026 Financial Results
| ● | Net revenues for the fiscal second quarter ended December 31, 2025, were $369 million, compared to $394 million in the same period of fiscal 2025. |
| ● | Gross profit for the fiscal second quarter ended December 31, 2025, was $47.1 million, compared to $42.3 million in the same period of fiscal 2025. |
| ● | Gross margin for the fiscal second quarter ended December 31, 2025, was 12.8%, up 210 basis points from 10.7% in the same period of fiscal 2025. |
| ● | Net income for the fiscal second quarter ended December 31, 2025, was $9.4 million, or $0.18 per diluted share, compared to net income of $7.1 million, or $0.14 per diluted share for the same period of fiscal 2025. |
| ● | Adjusted EBITDA for the fiscal second quarter ended December 31, 2025, was $18.5 million, compared to Adjusted EBITDA of $16.1 million for the same period of fiscal 2025. |
Six-Months FY 2026 Financial Results
| ● | Net revenues for the six months ended December 31, 2025, were $623 million, compared to $623 million in the same period of fiscal 2025. |
| ● | Gross profit for the six months ended December 31, 2025, was $84.3 million, compared to $67.8 million in the same period of fiscal 2025. |
| ● | Gross margin for the six months ended December 31, 2025, was 13.5%, up 260 basis points from 10.9% in the same period of fiscal 2025. |
| ● | Net income for the six months ended December 31, 2025, was $14.3 million, or $0.28 per diluted share, compared to net income of $7.5 million, or $0.15 per diluted share for the same period of fiscal 2025. |
| ● | Adjusted EBITDA for the six months ended December 31, 2025, was $30.7 million, compared to Adjusted EBITDA of $19.5 million for the same period of fiscal 2025. |
Conference Call
Alliance Entertainment Chief Executive Officer Jeff Walker, Chief Financial Officer Amanda Gnecco, and Executive Chairman Bruce Ogilvie will host the conference call, which will be followed by a question-and-answer session. A presentation will accompany the call and can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.
To access the call, please use the following information:
| Date: | Thursday, February 12, 2026 |
| Time: | 4:30 p.m. Eastern Time, 1:30 p.m. Pacific Time |
| Toll-free dial-in number: | 1-877-407-0784 |
| International dial-in number: | 1-201-689-8560 |
| Conference ID: | 13758224 |
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact RedChip Companies at 1-407-644-4256.
The conference call will be broadcast live and available for replay at https://viavid.webcasts.com/starthere.jsp?ei=1749656&tp_key=d0dfe4e261 and via the investor relations section of the Company’s website here.
A telephone replay of the call will be available approximately three hours after the call concludes and can be accessed through March 12, 2026, using the following information:
| Toll-free replay number: | 1-844-512-2921 |
| International replay number: | 1-412-317-6671 |
| Replay ID: | 13758224 |
About Alliance Entertainment
Alliance Entertainment (NASDAQ: AENT) is a premier distributor and fulfillment partner for the entertainment and pop culture collectibles industry. With more than 340,000 unique in-stock SKUs — including over 57,300 exclusive titles across compact discs, vinyl LPs, DVDs, Blu-rays, and video games — Alliance offers the largest selection of physical media in the market. Our vast catalog also includes licensed merchandise, toys, retro gaming products, and collectibles, serving over 35,000 retail locations and powering e-commerce fulfillment for leading retailers. Alliance also owns and operates proprietary collectibles brands, including Handmade by Robots™, a stylized vinyl figure line featuring licensed characters from leading entertainment franchises, and Alliance Authentic™, a premium platform for authentic, certified, and individually numbered entertainment collectibles. In addition, Alliance operates Endstate Authentic, a dedicated NFC-enabled authentication and digital product identity platform supporting authenticated collectibles, resale, and brand protection. Leveraging decades of operational expertise, exclusive sourcing relationships, and a capital-light, scalable infrastructure, Alliance connects fans and collectors to the products, franchises, and experiences they value across formats and generations. For more information, visit www.aent.com.
Forward Looking Statements
Certain statements included in this Press Release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. These statements are based on various assumptions, whether identified in this Press Release, and on the current expectations of Alliance’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Alliance. These forward-looking statements are subject to a number of risks and uncertainties, including risks relating to the anticipated growth rates and market opportunities; changes in applicable laws or regulations; the ability of Alliance to execute its business model, including market acceptance of its systems and related services; Alliance’s reliance on a concentration of suppliers for its products and services; increases in Alliance’s costs, disruption of supply, or shortage of products and materials; Alliance’s dependence on a concentration of customers, and failure to add new customers or expand sales to Alliance’s existing customers; increased Alliance inventory and risk of obsolescence; Alliance’s significant amount of indebtedness; our ability to refinance our existing indebtedness; our ability to continue as a going concern absent access to sources of liquidity; risks that a breach of the revolving credit facility could result in the lender declaring a default and that the full outstanding amount under the revolving credit facility could be immediately due in full, which would have severe adverse consequences for the Company; known or future litigation and regulatory enforcement risks, including the diversion of time and attention and the additional costs and demands on Alliance’s resources; Alliance’s business being adversely affected by increased inflation, uncertainty regarding tariffs, higher interest rates and other adverse economic, business, and/or competitive factors; geopolitical risk and changes in applicable laws or regulations; as well as our financial condition and results of operations; substantial regulations, which are evolving, and unfavorable changes or failure by Alliance to comply with these regulations; product liability claims, which could harm Alliance’s financial condition and liquidity if Alliance is not able to successfully defend or insure against such claims; availability of additional capital to support business growth; and the inability of Alliance to develop and maintain effective internal controls.
For investor inquiries, please contact:
Dave Gentry
RedChip Companies, Inc.
1-800-REDCHIP (733-2447)
1-407-644-4256
AENT@redchip.com
ALLIANCE ENTERTAINMENT HOLDING CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
| ($ in thousands except share and per share amounts) | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | ||||||||||||
| Net Revenues | $ | 368,712 | $ | 393,672 | $ | 622,685 | $ | 622,662 | ||||||||
| Cost of Revenues (excluding depreciation and amortization) | 321,616 | 351,382 | 538,409 | 554,837 | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Distribution and Fulfillment Expense | 12,121 | 12,419 | 22,041 | 21,437 | ||||||||||||
| Selling, General and Administrative Expense | 16,591 | 13,800 | 31,668 | 26,905 | ||||||||||||
| Depreciation and Amortization | 1,290 | 1,255 | 2,574 | 2,512 | ||||||||||||
| Transaction Costs | 225 | - | 596 | - | ||||||||||||
| Restructuring Cost | 2 | 19 | 2 | 69 | ||||||||||||
| Gain on Insurance Claims | (408 | ) | - | (408 | ) | - | ||||||||||
| Gain on Disposal of Fixed Assets | (4 | ) | - | (24 | ) | (15 | ) | |||||||||
| Total Operating Expenses | 29,817 | 27,493 | 56,449 | 50,908 | ||||||||||||
| Operating Income | 17,279 | 14,797 | 27,827 | 16,917 | ||||||||||||
| Other Expenses | ||||||||||||||||
| Interest Expense, Net | 3,454 | 2,827 | 5,801 | 5,666 | ||||||||||||
| Change in Fair Value of Warrants | 850 | 2,545 | 2,313 | 2,586 | ||||||||||||
| Total Other Expenses | 4,304 | 5,372 | 8,114 | 8,252 | ||||||||||||
| Income Before Income Tax Expense | 12,975 | 9,425 | 19,713 | 8,665 | ||||||||||||
| Income Tax Expense | 3,587 | 2,354 | 5,445 | 1,197 | ||||||||||||
| Net Income | 9,388 | 7,071 | 14,268 | 7,468 | ||||||||||||
| Net Income per Share – Basic and Diluted | $ | 0.18 | $ | 0.14 | $ | 0.28 | $ | 0.15 | ||||||||
| Weighted Average Common Shares Outstanding - Basic | 50,957,370 | 50,957,370 | 50,957,370 | 50,957,370 | ||||||||||||
| Weighted Average Common Shares Outstanding - Diluted | 51,010,519 | 50,965,970 | 51,010,519 | 50,965,970 | ||||||||||||
ALLIANCE ENTERTAINMENT HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
| ($ in thousands except per share amounts) | December 31, 2025 | June 30, 2025 | ||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | 1,379 | $ | 1,236 | ||||
| Trade Receivables, Net of Allowance for Credit Losses of $1,833 and $867, respectively | 148,653 | 95,027 | ||||||
| Inventory, Net | 117,801 | 102,848 | ||||||
| Other Current Assets | 18,858 | 19,021 | ||||||
| Total Current Assets | 286,691 | 218,132 | ||||||
| Property and Equipment, Net | 11,108 | 11,291 | ||||||
| Operating Lease Right-of-Use Assets, Net | 17,698 | 19,214 | ||||||
| Goodwill | 94,081 | 89,116 | ||||||
| Intangibles, Net | 20,037 | 18,475 | ||||||
| Other Long-Term Assets | 235 | 789 | ||||||
| Deferred Tax Asset, Net | 4,211 | 4,211 | ||||||
| Total Assets | $ | 434,061 | $ | 361,228 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | 188,266 | $ | 155,300 | ||||
| Accrued Expenses | 15,287 | 9,548 | ||||||
| Current Portion of Operating Lease Obligations | 3,299 | 3,229 | ||||||
| Current Portion of Finance Lease Obligations | 3,180 | 3,075 | ||||||
| Deferred Consideration | 1,000 | - | ||||||
| Contingent Liability | 1,577 | 1,577 | ||||||
| Total Current Liabilities | 212,609 | 172,729 | ||||||
| Revolving Credit Facility, Net | 84,547 | 55,268 | ||||||
| Finance Lease Obligation, Non- Current | 320 | 1,931 | ||||||
| Operating Lease Obligations, Non-Current | 15,877 | 17,432 | ||||||
| Shareholder Loan (subordinated), Non-Current | - | 10,000 | ||||||
| Acquired Royalty Obligation (Endstate), Non-Current | 165 | - | ||||||
| Warrant Liability | 2,959 | 646 | ||||||
| Total Liabilities | 316,477 | 258,006 | ||||||
| Commitments and Contingencies (Note 13) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock: Par Value $0.0001 per share, Authorized 1,000,000 shares, Issued and Outstanding 0 shares as of December 31, 2025, and June 30, 2025 | - | - | ||||||
| Common Stock: Par Value $0.0001 per share, Authorized 550,000,000 shares at December 31, 2025, and at June 30, 2025; Issued and Outstanding 50,957,370 Shares as of December 31, 2025, and June 30, 2025 | 5 | 5 | ||||||
| Paid In Capital | 48,664 | 48,570 | ||||||
| Accumulated Other Comprehensive Loss | (76 | ) | (76 | ) | ||||
| Retained Earnings | 68,991 | 54,723 | ||||||
| Total Stockholders’ Equity | 117,584 | 103,222 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 434,061 | $ | 361,228 | ||||
ALLIANCE ENTERTAINMENT HOLDING CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended | Six Months Ended | |||||||
| ($ in thousands) | December 31, 2025 | December 31, 2024 | ||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Income | $ | 14,268 | $ | 7,468 | ||||
| Adjustments to Reconcile Net Income to | ||||||||
| Net Cash (Used in) Provided by Operating Activities: | ||||||||
| Depreciation of Property and Equipment | 887 | 849 | ||||||
| Amortization of Intangible Assets | 1,687 | 1,663 | ||||||
| Amortization of Deferred Financing Costs (Included in Interest Expense) | 2,021 | 702 | ||||||
| Allowance for Credit Losses | 1,114 | 575 | ||||||
| Change in Fair Value of Warrants | 2,313 | 2,586 | ||||||
| Deferred Income Taxes | - | (967 | ) | |||||
| Non-cash lease expense | 1,516 | 1,414 | ||||||
| Stock-based Compensation Expense | 94 | - | ||||||
| Gain on Disposal of Fixed Assets | (24 | ) | (15 | ) | ||||
| Changes in Assets and Liabilities | ||||||||
| Trade Receivables | (54,740 | ) | (55,255 | ) | ||||
| Inventory | (14,953 | ) | 1,849 | |||||
| Income Taxes Payable\Receivable | 3,560 | 1,494 | ||||||
| Operating Lease Right-of-Use Assets | - | - | ||||||
| Operating Lease Obligations | (1,484 | ) | (649 | ) | ||||
| Other Assets | 681 | (2,319 | ) | |||||
| Accounts Payable | 32,666 | 57,141 | ||||||
| Accrued Expenses and Contingent Liability | (3,422 | ) | (2,918 | ) | ||||
| Net Cash (Used in) Provided by Operating Activities | (13,816 | ) | 13,618 | |||||
| Cash Flows from Investing Activities: | ||||||||
| Capital Expenditures | (712 | ) | (10 | ) | ||||
| Cash Paid for Business Acquisition/Asset Purchase | (1,150 | ) | (7,551 | ) | ||||
| Cash Inflow from Asset Disposal | 30 | 15 | ||||||
| Investment in Captive Stock | 36 | - | ||||||
| Net Cash Used in Investing Activities | (1,796 | ) | (7,546 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Payments on Financing Leases | (1,506 | ) | (1,397 | ) | ||||
| Payments on Revolving Credit Facility | (578,323 | ) | (538,604 | ) | ||||
| Borrowings on Revolving Credit Facility | 606,229 | 535,290 | ||||||
| Proceeds from Shareholder Note (Subordinated), Non-Current | (10,000 | ) | - | |||||
| Deferred Financing Cost | (646 | ) | - | |||||
| Net Cash Provided by (Used in) Financing Activities | 15,752 | (4,711 | ) | |||||
| Net Increase in Cash | 140 | 1,361 | ||||||
| Cash, Beginning of the Period | 1,239 | 1,129 | ||||||
| Cash, End of the Period | $ | 1,379 | $ | 2,490 | ||||
| Supplemental disclosure for Cash Flow Information | ||||||||
| Cash Paid for Interest | $ | 5,785 | $ | 5,735 | ||||
| Cash Paid for Income Taxes | $ | 1,886 | $ | 795 | ||||
| Supplemental Disclosure for Non-Cash Investing and Financing Activities | ||||||||
| Conversion of Warrants from liability to Equity | - | 454 | ||||||
Non-GAAP Financial Measures: For the three months ended December 31, 2025, we had non-GAAP Adjusted EBITDA of approximately $18.5 million compared with Adjusted EBITDA of approximately $16.1 million in the prior year period, or a year-over-year improvement of $2.4 million. For the six months ended December 31, 2025, we had non-GAAP Adjusted EBITDA of approximately $30.7 million compared with Adjusted EBITDA of approximately $19.5 million in the prior year period, or a year-over-year improvement of $11.2 million. We define Adjusted EBITDA as net gain or loss adjusted to exclude: (i) income tax expense; (ii) other income (loss); (iii) interest expense; (iv) depreciation and amortization expense; and (v) other non- recurring expenses. Our method of calculating Adjusted EBITDA may differ from other companies and accordingly, this measure may not be comparable to measures used by other companies. We use Adjusted EBITDA to evaluate our own operating performance and as an integral part of our planning process. We present Adjusted EBITDA as a supplemental measure because we believe such a measure is useful to investors as a reasonable indicator of operating performance. We believe this measure is a financial metric used by many investors to compare companies. This measure is not a recognized measure of financial performance under GAAP in the United States and should not be considered as a substitute for operating earnings (losses), net earnings (loss) from continuing operations or cash flows from operating activities, as determined in accordance with GAAP. See the table below for a reconciliation, for the periods presented, of our GAAP net income (loss) to Adjusted EBITDA.
Three Months Ended | Three Months Ended | |||||||
| ($ in thousands) | December 31, 2025 | December 31, 2024 | ||||||
| Net Income | $ | 9,388 | $ | 7,071 | ||||
| Add back: | ||||||||
| Interest Expense | 3,454 | 2,827 | ||||||
| Income Tax Expense | 3,587 | 2,354 | ||||||
| Depreciation and Amortization Expense | 1,290 | 1,255 | ||||||
| EBITDA | $ | 17,719 | $ | 13,507 | ||||
| Adjustments | ||||||||
| Stock-based Compensation Expense | 69 | - | ||||||
| Transaction Costs | 225 | - | ||||||
| Change In Fair Value of Warrants | 850 | 2,545 | ||||||
| Restructuring Cost | 2 | 19 | ||||||
| Gain on Insurance Claim | (408 | ) | - | |||||
| Gain on Disposal of Property and Equipment | (4 | ) | - | |||||
| Adjusted EBITDA | $ | 18,453 | $ | 16,071 | ||||
| Six Months Ended | Six Months Ended | |||||||
| ($ in thousands) | December 31, 2025 | December 31, 2024 | ||||||
| Net Income | $ | 14,268 | $ | 7,468 | ||||
| Add back: | ||||||||
| Interest Expense | 5,801 | 5,666 | ||||||
| Income Tax Expense | 5,446 | 1,197 | ||||||
| Depreciation and Amortization Expense | 2,574 | 2,512 | ||||||
| EBITDA | $ | 28,088 | $ | 16,843 | ||||
| Adjustments | ||||||||
| Stock-based Compensation Expense | 94 | - | ||||||
| Transaction Costs | 596 | - | ||||||
| Change In Fair Value of Warrants | 2,313 | 2,586 | ||||||
| Restructuring Cost | 2 | 69 | ||||||
| Gain on Insurance Claim | (408 | ) | - | |||||
| Gain on Disposal of Property and Equipment | (24 | ) | (15 | ) | ||||
| Adjusted EBITDA | $ | 30,661 | $ | 19,483 | ||||
Exhibit 99.2
