v3.26.1
Insider Trading Arrangements
12 Months Ended
May 31, 2026
Trading Arrangements, by Individual [Table]  
Material Terms of Trading Arrangement [Text Block]

Item 9B. Other Information.

 

On July 24, 2026, American Beverage Crafts Group, Inc. entered into the Sixth Amendment with Bank of America, N.A., as administrative agent, and the lenders party thereto. The Sixth Amendment amends the Credit Agreement dated June 30, 2023 and, among other things, reflects revisions to the Company's credit facilities, including a reduction in the revolving commitments from $25.0 million to $15.0 million and modifications to certain of the financial covenants. The Sixth Amendment also acknowledges a voluntary principal prepayment of $10.0 million made on May 29, 2026, and includes various amendments, consents and other provisions relating to certain corporate and financing transactions. The foregoing description is qualified in its entirety by reference to the full text of the Sixth Amendment, which is filed as Exhibit 10.29 to this Annual Report on Form 10-K and incorporated herein by reference.

 

On  July 23, 2026, the Board of Directors of the Company (the “Board”) approved fiscal year 2026 retention payments to be made on or about  August 15, 2026 (the “Payment Date”) for the following executives (the “Executives”) in the amount set forth opposite each Executive’s name pursuant to an Executive Retention Agreement (the “Executive Retention Agreement”) entered into with each Executive. Pursuant to the terms of each Executive Retention Agreement, such retention payments require continued employment from the Payment Date through August 31, 2027 (the “Repayment Period”). If the Executive terminates employment without Good Reason or is terminated by the Company for Cause (both terms as defined in the Executive’s employment agreements) prior to  August 31, 2027, then such Executive must repay a pro-rated portion of the retention payment based on the number of days not employed by the Company during the Repayment Period. A copy of the form of Executive Retention Agreement is filed as an exhibit to this Form10-K. 

 

Executives

 

Retention Payment

 

Irwin Simon

 

$2,000,000

 

Carl Merton

 

300,000

 

Denise Faltischek

 

300,000

 

Mitchell Gendel

 

300,000

 

Roger Savell

 

100,000

 

 

Rule 10b5-1 Trading Plans

 

None of our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal year covered by this report.

 

Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false