8-K - RHLD - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):March 18, 2026

Resolute HoldingsManagement, Inc.****(Exact Name of Registrant as Specified in its Charter)

Nevada	001-42458	33-1246734
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
445 Park Avenue, Suite 5BNew York, NY (Address of Principal Executive Offices)	10022(Zip Code)
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(212) 256-8405 (Registrant’s telephone number, including area code)

N/A(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	RHLD	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On March 18, 2026, Resolute Holdings Management, Inc., a Nevada corporation (“Resolute Holdings” or the “Company”), entered into an Incremental Amendment (the “Credit Agreement Amendment”), to the Company’s existing Credit Agreement, dated as of February 20, 2026 (the “Existing Credit Agreement,” as amended by the Credit Agreement Amendment, the “Amended Credit Agreement), by and among the Company, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) and the other parties named therein. The Credit Agreement Amendment provides for a $10 million increase (the “Incremental Revolving Commitments”) of the total revolving commitments under the Existing Credit Agreement to an aggregate amount of $40 million. The Incremental Revolving Commitments have the same terms as the existing revolving commitments under the Existing Credit Agreement, including interest rate and maturity date. The parties to the Amended Credit Agreement continue to have the same obligations set forth in the Existing Credit Agreement, the material terms of which are otherwise unchanged.

The foregoing description of the Credit Agreement Amendment and the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligationunder an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 regarding the Credit Agreement Amendment and the Amended Credit Agreement is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)          Exhibits.

Exhibit No.	Description
10.1	Incremental Amendment, dated March 18, 2026, by and among Resolute Holdings Management, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: March 23, 2026

RESOLUTE HOLDINGS MANAGEMENT, INC.
By:	/s/<br> Kurt Schoen
	Name:	Kurt Schoen
	Title:	Chief Financial Officer

EXHIBIT 10.1

INCREMENTAL AMENDMENT

This INCREMENTAL AMENDMENT (this “Amendment”) is entered into as of March 18, 2026, among Resolute Holdings Management, Inc., a Nevada corporation (the “Borrower”), the Lenders providing the Additional Revolving Commitments (as defined below) party hereto (the “Increasing Lenders”), the other Lenders party hereto (constituting the Required Lenders) (the “Amendment Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent.

RECITALS:

WHEREAS, the Borrower, the Lenders party thereto from time to time and the Administrative Agent are parties to that certain Credit Agreement, dated as of February 20, 2026 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment, the “Credit Agreement”); and

WHEREAS, the Borrower has requested to increase the Revolving Commitments by $10,000,000 (the “Additional Revolving Commitments”) in accordance with Section 2.09 of the Existing Credit Agreement, and, subject to the satisfaction of the conditions set forth herein, the Increasing Lenders are willing to provide the Additional Revolving Commitments, on the terms and conditions set forth herein; and

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the Borrower, the Increasing Lenders, the Amendment Lenders and the Administrative Agent hereby covenant and agree as follows:

Section 1. Definitions. Unless otherwise specifically defined herein, each term used herein (and in the preamble and recitals above) that is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to “hereof,” “hereunder,” “herein,” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in each of the Loan Documents shall from and after the date hereof refer to such applicable Loan Document, as amended hereby.

Section 2. Additional Revolving Commitments.

2.1 Pursuant to Section 2.09 of the Existing Credit Agreement, each of the Increasing Lenders hereby agrees to provide Additional Revolving Commitments in the amount set forth for such Increasing Lender on Annex A attached hereto. The Commitment Schedule to the Existing Credit Agreement is hereby replaced in its entirety with Annex B attached hereto, and Annex B attached hereto shall be deemed to be attached as the Commitment Schedule to the Credit Agreement effective as of the Amendment Effective Date (as defined below).

2.2 On the Amendment Effective Date, each Increasing Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to the Additional Revolving Commitments, the use of such amounts to make payments to such other Lenders and the funding by the Increasing Lenders or any other Lenders of any Borrowings on the Amendment Effective Date, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation.

2.3 The Amendment Lenders, constituting the Required Lenders, hereby waive the requirements in Section 2.09(g)(ii) and the penultimate sentence of Section 2.09(g) of the Credit Agreement. For the avoidance of doubt, all Revolving Loans outstanding immediately prior to the Amendment Effective Date shall remain outstanding from and after the Amendment Effective Date as Revolving Loans of the same Type and subject to the same Interest Periods applicable to such Revolving Loans, in each case, immediately prior to the Amendment Effective Date.

Section 3. Effectiveness.

3.1 Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (the date on which all such conditions are satisfied, the “Amendment Effective Date”):

(i) this Amendment shall have been executed by the Borrower, the Increasing Lenders, the Amendment Lenders and the Administrative Agent, and counterparts hereof as so executed shall have been delivered to the Administrative Agent;

(ii) the Administrative Agent shall have received (x) a certificate of each Loan Party, dated the Amendment Effective Date and executed by an authorized officer of such Loan Party, which shall (A) certify and attach the resolutions adopted by such Loan Party approving or consenting to this Amendment, (B) contain appropriate attachments, including the charter, articles or certificate of organization or incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its bylaws or operating, management or partnership agreement, or other organizational or governing documents or, in the case of this clause (B), certify that no changes have been made to such documents since the Effective Date and (C) in the case of the Borrower, certify that, before and after giving effect to this Amendment, (1) the representations and warranties contained in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (provided that any representation or warranty which is subject to any materiality qualifier shall be true and correct in all respects) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that any representation or warranty which is subject to any materiality qualifier shall be true and correct in all respects) on and as of such earlier date, (2) no Default exists and is continuing and (3) the Borrower is in compliance (on a pro forma basis) with the covenants contained in Section 6.13 of the Credit Agreement; and (y) a good standing certificate for such Loan Party from its jurisdiction of organization;

(iii) the Administrative Agent shall have received written opinions of the Loan Parties’ New York counsel and Nevada local counsel, in each case, addressed to the Administrative Agent, and the Increasing Lenders, in form and substance satisfactory to the Administrative Agent;

(iv) the Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Amendment Effective Date in form and substance reasonably satisfactory to the Administrative Agent and consistent with the solvency certificate delivered on the Effective Date (conformed as appropriate); and

(v) the Administrative Agent shall have received all fees required to be paid to the Increasing Lenders and all reasonable and documented out-of-pocket expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent), in connection with this Amendment on or prior to the Amendment Effective Date.

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Section 4. Miscellaneous.

4.1 Representations and Warranties. The Borrower, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders that:

(i) the Borrower has the legal power and authority to execute and deliver this Amendment;

(ii) the officer executing this Amendment on behalf of the Borrower has been duly authorized to execute and deliver the same and bind the Borrower with respect to the provisions hereof;

(iii) the execution and delivery hereof by the Borrower and the performance and observance by the Borrower of the provisions hereof do not violate or conflict with the organizational documents of the Borrower or any law applicable to the Borrower or result in a breach of any provision of or constitute a default under any other material agreement, instrument or document binding upon or enforceable against the Borrower;

(iv) after giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement, nor will any occur immediately after the execution and delivery of this Amendment or by the performance or observance of any provision hereof;

(v) the Borrower does not have any claim or offset against, or defense or counterclaim to, any obligations or liabilities of the Borrower under the Credit Agreement or any other Loan Document;

(vi) this Amendment constitutes a valid and binding obligation of the Borrower in every respect, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity limiting the availability of equitable remedies; and

(vii) each of the representations and warranties set forth in Article III of the Credit Agreement is true and correct in all material respects (provided that any representation or warranty which is subject to any materiality qualifier is true and correct in all respects) as of the date hereof, except to the extent that any thereof expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (provided that any representation or warranty which is subject to any materiality qualifier shall have been true and correct in all respects) on and as of such earlier date.

4.2 Credit Agreement Unaffected. Each reference to the Credit Agreement or in any other Loan Document shall hereafter be construed as a reference to the Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Credit Agreement shall remain in full force and effect and be unaffected hereby. Except as expressly provided herein, this Amendment shall not constitute an amendment or waiver of any other provision of the Credit Agreement or any other Loan Document.

4.3 Waiver. The Borrower, by signing below, hereby waives and releases the Administrative Agent, each Lender and their respective Related Parties from any and all claims, offsets, defenses and counterclaims arising out of or related to the transactions contemplated by this Amendment or any of the other Loan Documents, or any act, omission or event occurring in connection herewith or therewith, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

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4.4 Entire Agreement. This Amendment, together with the Credit Agreement and the other Loan Documents, integrates all the terms and conditions mentioned herein or incidental hereto and supersede all oral representations and negotiations and prior writings with respect to the subject matter hereof.

4.5 Counterparts This Amendment may be executed in any number of counterparts, by different parties hereto in separate counterparts and by facsimile or electronic (i.e., “pdf” or “tif”) signature, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

4.6 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. The provisions of Sections 9.07 and 9.09 are incorporated herein by reference, mutatis mutandis, as if originally written herein.

4.7 JURY TRIAL WAIVER. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHTIT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHERLOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO(A) CERTIFIES THAT NO REPRESENTATIVE OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THEOTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.

[Signature pages follow]

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

RESOLUTE HOLDINGS MANAGEMENT, INC.,<br><br> <br>as the<br>Borrower
By:	/s/<br> Kurt Schoen
	Name:	Kurt Schoen
	Title:	Chief Financial Officer
JPMORGAN CHASE BANK, N.A.,<br><br><br><br>as an Increasing Lender, Amendment Lender and the Administrative Agent
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By:	/s/<br> Radha Mehta
	Name:	Radha Mehta
	Title:	Authorized Officer
BANK OF AMERICA, N.A.,<br><br><br><br>as an Amendment Lender
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By:	/s/<br> Michael Freije
	Name:	Michael Freije
	Title:	Vice President