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Item 1.01. Entry into a Material Definitive Agreement As previously reported, on September 30, 2026 (the “Petition Date”), Leslie’s, Inc. (the “Company”) and its subsidiaries Leslie’s Poolmart, Inc., Cortz, Inc., LPM Manufacturing, Inc., Horizon Spa & Pool Parts, Inc., Hot Tub Works, LLC, Pool Parts, Inc., RAM Chemical & Supply, Inc., SPP Holding Corporation and Stellar Manufacturing, LLC (collectively, the “Company Subsidiary Parties” and together with the Company, the “Company Parties”) filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement a pre-arranged chapter 11 plan of reorganization (the “Plan”). On the Petition Date, prior to commencing the Chapter 11 Cases, the Company Parties entered into a restructuring support agreement (together with all exhibits, annexes and schedules thereto, the “RSA”) with certain holders of, or investment advisors, sub-advisors or managers to or of funds or accounts that hold or beneficially hold, loans under the Amended and Restated Term Loan Credit Agreement, dated as of March 9, 2021 (as amended, restated, amended and restated or otherwise modified or supplemented from time to time, the “Prepetition Term Loan Credit Agreement”; such creditors party to the RSA, and, together with any subsequent holder, investment advisor, sub-advisor or manager that becomes a party to the RSA, the “Consenting Term Loan Lenders”). The material terms of the Plan are set forth in the term sheet attached as Exhibit A to the RSA (the “Restructuring Term Sheet,” and the transactions described therein, the “Restructuring Transactions”). Concurrently with entrance into the RSA, the Company Parties and the ABL DIP Lenders (as defined below) entered into a commitment letter in respect of the commitment to provide the ABL DIP Facility (as defined below).
In connection with the Chapter 11 Cases, the Company Parties filed a motion for approval of the Term Loan DIP Facility (as defined below) and ABL DIP Facility [Docket No. 33]. On October 2, 2026, following receipt of interim approval from the Bankruptcy Court on October 1, 2026 (the “Interim DIP Order”), the Company Parties entered into (i) a credit agreement (the “Term Loan DIP Credit Agreement”) with certain lenders (the “Term Loan DIP Lenders”) providing for a $90.0 million senior secured super-priority debtor-in-possession term loan facility (the “Term Loan DIP Facility”) and (ii) a credit agreement (the “ABL DIP Credit Agreement”) with certain lenders (the “ABL DIP Lenders”) providing for a senior secured super-priority debtor-in-possession asset-based revolving credit facility (the “ABL DIP Facility”) consisting of $225.0 million in aggregate principal amount of commitments.
The Term Loan DIP Facility provides that the Term Loan DIP Facility will be available in two draws. The Term Loan DIP Facility provides that a principal amount of $45 million (the “Interim DIP Term Loans”) will be available in a single draw upon satisfaction of certain conditions, including entry of the Interim DIP Order and an additional $45 million principal amount will be available in a single draw upon satisfaction of certain conditions, including the entry of a final order. The Company borrowed the Interim DIP Term Loans on October 2, 2026, and as of such date $45.0 million aggregate principal amount was outstanding under the Term Loan DIP Facility. Each of the lenders under the Prepetition Term Loan Credit Agreement that are not party to the RSA as of the Petition Date may, within ten business days following the first business day after the funding of the Interim DIP Term Loans, elect to commit to participate ratably (based upon relative holdings of obligations under the Prepetition Term Loan Credit Agreement) in the Term Loan DIP Facility.
No loans were drawn under the ABL DIP Facility on October 2, 2026. In addition, as of October 2, 2026, approximately $50 million aggregate principal amount of revolving loans and approximately $11.145 million in respect of issued an undrawn letters of credit remained outstanding under the Credit Agreement, dated as of October 16, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including pursuant to Amendment No. 1 through Amendment No. 7, the “Prepetition ABL Credit Agreement”), by and among Leslie’s Poolmart, Inc., as the parent borrower, the Company, as holdings, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and collateral agent, which loans are subject to a dollar-for-dollar “creeping roll-up” into the ABL DIP Facility, with any such loans remaining outstanding upon entry of the final order to be refinanced as loans under the ABL DIP Facility.
The proceeds of all or a portion of the proposed Term Loan DIP Facility and ABL DIP Facility will be used by the Company Parties to (i) pay certain costs, fees and expenses related to the Chapter 11 Cases and (ii) fund working capital needs and expenditures of the Company Parties, in all cases subject to the terms of credit agreements governing the Term Loan DIP Facility and the ABL DIP Facility, respectively, and applicable orders of the Bankruptcy Court.
The information regarding the Term Loan DIP Facility and the ABL DIP Facility set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 5, 2026, the Company received a notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, pursuant to Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined to delist the Company’s common stock as a result of the Chapter 11 Cases. This Notice is in addition to the notification (the “Initial Notice”) previously received from Nasdaq on September 25, 2026 with respect to Nasdaq’s determination to delist the Company’s common stock under Nasdaq Listing Rule 5450(a)(1) because, for a period of 30 consecutive business days, the bid price of the Company’s common stock closed below the minimum $1.00 per share requirement for continued listing.
As previously disclosed, the Initial Notice advises that Nasdaq will suspend trading of the Company’s common stock at the opening of business on October 6, 2026, and that Nasdaq will file a Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting of the Company’s common stock unless the Company requests a hearing to appeal Nasdaq’s determination by October 2, 2026. The Company did not request a hearing to appeal Nasdaq’s determination.
The Company anticipates that following suspension from trading, its common stock will commence trading on one of the markets operated by OTC Markets Group. The Company can provide no assurance that the common stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the common stock on this market, whether the trading volume of the common stock will be sufficient to provide for an efficient trading market or whether quotes for the common stock will continue on this market in the future.
Cautionary Note Regarding the Chapter 11 Cases The Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the Chapter 11 Cases. The Company expects that its equity holders may experience a significant loss on their investment if the Plan is confirmed.