Alliance Laundry Holdings Inc. Announces Corporate Changes

TL;DR

Alliance Laundry Holdings Inc. filed an 8-K detailing material agreements, officer changes, and bylaw amendments.

AI Summary

Alliance Laundry Holdings Inc. announced on October 8, 2025, several significant corporate events. These include entering into a material definitive agreement, modifications to security holder rights, and changes in executive officers and directors. The company also amended its articles of incorporation or bylaws and reported other events.

Why It Matters

These changes could impact the company's governance, financial structure, and strategic direction, potentially affecting shareholder value.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes in officers/directors can signal significant shifts in company strategy or financial health.

Key Players & Entities

• Alliance Laundry Holdings Inc. (company) — Registrant
• October 8, 2025 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• 001-42897 (company_id) — SEC File Number
• 99-0444708 (company_id) — EIN

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ALH New York Stock Exchange
• $22.00 — ommon Stock "), at an offering price of $22.00 per share. On October 8, 2025, in conne
• $495.7 m — ill use the net proceeds, approximately $495.7 million, from the IPO to repay outstandin

Filing Documents

• all-20251008.htm (8-K) — 46KB
• exhibit11-8xk.htm (EX-1.1) — 302KB
• exhibit101-8xk.htm (EX-10.1) — 83KB
• exhibit102-8xk.htm (EX-10.2) — 209KB
• exhibit103-8xk.htm (EX-10.3) — 154KB
• exhibit991-8xk.htm (EX-99.1) — 6KB
• logoa.jpg (GRAPHIC) — 15KB
• 0001628280-25-044802.txt ( ) — 1091KB
• all-20251008.xsd (EX-101.SCH) — 2KB
• all-20251008_lab.xml (EX-101.LAB) — 22KB
• all-20251008_pre.xml (EX-101.PRE) — 13KB
• all-20251008_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 8, 2025, Alliance Laundry Holdings Inc., a Delaware corporation (the " Company "), priced its initial public offering (the " IPO ") of its common stock, par value $0.01 per share (the " Common Stock "), at an offering price of $22.00 per share. On October 8, 2025, in connection with the IPO, the Company and BDT Badger Holdings, LLC, a Delaware limited liability company (the " Selling Stockholder "), entered into an underwriting agreement (the " Underwriting Agreement ") with BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters specified therein. The Company and the Selling Stockholder made certain customary representations, warranties and covenants and agreed to indemnify the underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the " Securities Act "). This description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated by reference herein. In connection with the IPO, the Company also entered into the following agreements: a Stockholders Agreement, dated October 8, 2025, by and between the Company and the Selling Stockholder (the " Stockholders Agreement "), a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein; a Registration Rights Agreement, dated October 8, 2025, by and between the Company and the Selling Stockholder (the " Registration Rights Agreement "), a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein; and an Amended and Restated Employment Agreement, dated October 9, 2025, by and between the Company and Michael D. Schoeb, a copy of which is filed as Exhibit 10.3 hereto and incorporated by reference herein. The terms of these agreements are substantially

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 5.03 below is incorporated by reference herein. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 8, 2025, in connection with the IPO, the Company entered into indemnification agreements with its directors and executive officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The terms of these agreements are substantially the same as the terms set forth in the form of such agreement previously filed as an exhibit to the Registration Statement. These indemnification rights are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Company's Fourth Amended and Restated Certificate of Incorporation (the " Charter "), provision of the Company's Third Amended and Restated By-laws (the " By-laws "), agreement, vote of stockholders or disinterested directors or otherwise. The foregoing is only a summary of the material terms of the indemnification agreements, and is qualified in its entirety by reference to the form of indemnification agreement, which is filed as Exhibit 10.4 hereto and is incorporated herein by reference. On October 9, 2025, in connection with the IPO, the Company entered into an Amended and Restated Employment Agreement with Michael D. Schoeb as Chief Executive Officer. The terms of this agreement, as set forth in Exhibit 10.3 hereto, are substantially the same as the terms described in the Registration Statement, as noted in Item 1.01 above. On September 25, 2025, in connection with the IPO, the C

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 8, 2025, the Charter, in the form previously filed as Exhibit 3.1 to the Registration Statement, and the By-laws, in the form previously filed as Exhibit 3.2 to the Registration Statement, became effective. A description of the Company's capital stock, after giving effect to the adoption of the Charter and By-laws, has previously been reported by the Company in the Registration Statement. The Charter and By-laws are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On October 10, 2025, the Company issued a press release announcing the closing of its IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated October 8, 2025, by and between Alliance Laundry Holdings Inc., BDT Badger Holdings, LLC, and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters specified therein. 3.1 Fourth Amended and Restated Certificate of Incorporation of Alliance Laundry Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-8 filed with the Commission on October 9, 2025). 3.2 Third Amended and Restated Bylaws of Alliance Laundry Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-8 filed with the Commission on October 9, 2025). 10.1 Stockholders Agreement, dated October 8, 2025, by and between Alliance Laundry Holdings Inc. and BDT Badger Holdings, LLC. 10.2 Registration Rights Agreement, dated October 8, 2025, by and between Alliance Laundry Holdings Inc. and BDT Badger Holdings, LLC. 10.3 Amended and Restated Employment Agreement, dated October 9, 2025, by and between Alliance Laundry Holdings Inc. and Michael D. Schoeb. 10.4 Form of Indemnification Agreement, by and between Alliance Laundry Holdings Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1 filed with the Commission on September 12, 2025). 10.5 Alliance Laundry Holdings Inc. 2025 Omnibus Incentive Compensation Plan. (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 filed with the Commission on October 9, 2025). 10.6 Alliance Laundry Holdings Inc. 2025 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 99.3 to the Company's Registration Statement on Form S-8 filed with the Commission on October 9, 2025). 99.1 Press Release, dated October 1 0 , 2025.

SIGNATURES

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. ALLIANCE LAUNDRY HOLDINGS INC. Date: October 10, 2025 By: /s/ Michael D. Schoeb Name: Michael D. Schoeb Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR