Aaron's Holdings Company, Inc. false 0001808834 0001808834 2020-11-18 2020-11-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 18, 2020

Aaron’s Holdings Company, Inc.

(Exact name of registrant as specified in its charter)

Georgia |  | 1-39628 |  | 85-2484385
(State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (IRS Employer Identification No.)

400 Galleria Parkway SE, Suite 300 Atlanta, Georgia |  | 30339-3194
(Address of principal executive offices) |  | (Zip code)

Registrant’s telephone number, including area code:

(678) 402-3000

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | 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 Exchange Act:

Title of each class |  | Trading Symbols(s) |  | Name of each exchange on which registered
Common Stock, Par Value $0.50 Per Share |  | AAN |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under 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 7.01. | Regulation FD Disclosure

Aaron’s Holdings Company, Inc. (the “Company”) and The Aaron’s Company, Inc. (“Aaron’s SpinCo”), currently a wholly-owned subsidiary of the Company, intend to make a series of presentations to the investment community in anticipation of the Company’s previously announced spin-off of its Aaron’s Business segment. The slides to be used in connection with such presentations are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

The information contained in this Current Report on Form 8-K (including the exhibits hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the U.S. Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 9.01. | Financial Statements and Exhibits

(d) Exhibits

Exhibit No. |  | Description of Exhibit
99.1 |  | Presentation Slides of Aaron’s Holdings Company, Inc., dated November 2020
99.2 |  | Presentation Slides of The Aaron’s Company, Inc., dated November 18, 2020
104 |  | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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

|  |  |  | AARON’S HOLDINGS COMPANY, INC.
|  |  |  | By: |  | /s/ C. Kelly Wall
|  |  |  |  |  | C. Kelly Wall
|  |  |  |  |  | Interim Chief Financial Officer
Date: November 18, 2020 |  |  |  |  |  |