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): March 11, 2024
Core Molding Technologies, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-12505 | 31-1481870 | |
| (State or other jurisdiction incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
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| 800 Manor Park Drive, Columbus, Ohio | | 43228-0183 | |
| (Address of principal executive office) | | (Zip Code) | |
Registrant’s telephone number, including area code: (614) 870-5000
(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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| 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)) |
| Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 | CMT | NYSE American LLC |
| Preferred Stock purchase rights, par value $0.01 | N/A | NYSE American LLC |
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 7, 2024, Core Molding Technologies, Inc. (the “Company”) entered into a First Amendment (the “First Amendment”) to the Credit Agreement dated July 22, 2022 (the “Credit Agreement”) with The Huntington National Bank, as administrative agent, sole lead arranger and sole bookrunner, and the lenders from time-to-time party thereto. Unless otherwise defined herein, defined terms shall have the meanings set forth in the Credit Agreement. The First Amendment increased the Restricted Payments the Company may make for the purpose of repurchasing Equity Interests of the Company under any share buyback plan from an aggregate amount not to exceed $500,000 in any calendar year to an aggregate amount not to exceed $5,000,000 in any calendar year.
The foregoing descriptions of the First Amendment do not purport to be complete and are qualified in their entirety by reference to the First Amendment, a copy of which is attached to this Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01 Other Events
On March 11, 2024, Core Molding Technologies, Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved a stock repurchase program authorizing the Company to repurchase up to $7,500,000 of its outstanding shares of common stock. Repurchases of shares of common stock under the stock repurchase program will be made in the open market and in accordance with applicable securities laws. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be suspended or terminated at any time at the Company’s discretion. The foregoing description of the press release is qualified in its entirety by reference to the complete text of the press release furnished as Exhibit 99.1 hereto, which is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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| | CORE MOLDING TECHNOLOGIES, INC. |
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| Date: March 11, 2024 | | By: | | /s/ John P. Zimmer |
| | Name: | | John P. Zimmer |
| | Title: | | Executive Vice President, Treasurer, Secretary and Chief Financial Officer |
