Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in
the reports that we file or submit under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.
As of the end of the period covered by this Annual Report on Form 10-K, our management, under the supervision and
with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based on such evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures were, in design
and operation, effective at a reasonable assurance level.
Remediation of Previously Reported Material Weakness
As previously disclosed we identified a material weakness related to the design and maintenance of controls to prevent
or detect material misstatements to our consolidated financial statements. Specifically, we did not design, implement and
maintain an adequate review and approval process with respect to manual or non-routine journal entries.
Remediation Measures
In response to the identified material weakness management designed and implemented the following remediation
measures during the fiscal year ended December 31, 2025:
• Established a SOX Steering Committee to oversee remediation efforts.
• Remediated and restricted system user access to certain key financial functions with a focus on appropriate
segregation of duties.
• Redesigned our review and approval process over financially significant transactions for manual journal entries to
require documented, multi-level review by appropriately qualified personnel.
• Deployed controls and reporting within our ERP system for enhanced logging and audit trail capabilities to
support ongoing monitoring.
Conclusion on Remediation
The remediation measures described above were fully implemented and have been operating for a sufficient period of
time to allow management to test and conclude on the effectiveness of the related controls. Based on management's
assessment, including testing of the design and operating effectiveness of the enhanced controls, we have concluded that
the previously reported material weakness has been remediated as of December 31, 2025.
Exemption from Management's Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control
over financial reporting or an attestation report of the Company's independent registered public accounting firm due to a
transition period established by rules of the Securities and Exchange Commission for newly public companies.
Changes in Internal Control Over Financial Reporting
Other than the actions to remediate the material weakness in our internal control over financial reporting as described
above, t here were no changes in our internal control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting during the three months ended December 31, 2025.
119
Limitations on the Effectiveness of Controls
Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable
assurance of achieving their objectives as specified above. Management does not expect that our disclosure controls and
procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is
based on certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.
Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or
that all control issues and instances of fraud, if any, within the Company have been detected.
Item 9B. Other Information
During our fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f)
under the Exchange Act) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts,
instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in
Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of
material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-
K).
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
None.
120
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by Item 10 of Part III will be included in our Proxy Statement relating to our 2026 Annual
Meeting of Stockholders and is incorporated herein by reference.
Item 11. Executive Compensation
Information required by Item 11 of Part III will be included in our Proxy Statement relating to our 2026 Annual
Meeting of Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by Item 12 of Part III will be included in our Proxy Statement relating to our 2026 Annual
Meeting of Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by Item 13 of Part III will be included in our Proxy Statement relating to our 2026 Annual
Meeting of Stockholders and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information required by Item 14 of Part III will be included in our Proxy Statement relating to our 2026 Annual
Meeting of Stockholders and is incorporated herein by reference.
121
Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Exhibits: The list of exhibits set forth under “ Exhibit Index ” at the end of this Annual Report is incorporated
herein by reference.
(b) Financial Statement Schedules: See “ Index to Consolidated Financial Statements ” included on page 65 for a list
of the financial statement schedules included in this Annual Report. All schedules not identified above have been
omitted because they are not required, are inapplicable or the information is included in the consolidated
financial statements or the related notes contained in this Annual Report.
Exhibit Index
Exhibit Number
Description
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).
4.1*
Description of Capital Stock
10.1
2025-2 Revolving Facility Repricing Amendment to Credit Agreement, dated August 21, 2025, by and
among Alliance Laundry Holdings LLC, Alliance Laundry Systems LLC, Alliance Laundry (Thailand)
Company Limited, Citibank, N.A., as Administrative Agent and each Initial Revolving Facility Lender,
Issuing Bank and Swingline Lender party thereto (contains conformed copy of agreement to date).
(incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed
with the Commission on September 12, 2025).
10.2
Amended and Restated Purchase Agreement, dated June 8, 2018, by and between Alliance Laundry
Equipment Receivables 2015 LLC and Alliance Laundry Systems LLC. (incorporated by reference to
Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Commission on
September 12, 2025).
10.3
Amended and Restated Note Purchase Agreement, dated June 8, 2018, by and among Alliance Laundry
Equipment Receivables Trust 2015-A, Alliance Laundry Systems LLC, Alliance Laundry Equipment
Receivables 2015 LLC, PNC Bank, National Association as successor Administrative Agent and the Note
Purchasers party thereto. (incorporated by reference to Exhibit 10.3 to the Company’s Registration
Statement on Form S-1 filed with the Commission on September 12, 2025).
10.4
Amended and Restated Indenture, dated June 8, 2018, by and among Alliance Laundry Equipment
Receivables Trust 2015-A and The Bank of New York Mellon, as trustee. (incorporated by reference to
Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the Commission on
September 12, 2025).
10.5
Omnibus Amendment and Assignment, Assumption and Resignation Agreement, dated June 8, 2018, by
and among Alliance Laundry Equipment Receivables Trust 2015-A, Alliance Laundry Systems LLC,
Alliance Laundry Equipment Receivables 2015 LLC, The Bank of New York Mellon, as Indenture
Trustee, PNC Bank, National Association, as successor Administrative Agent, and each Note Purchaser
and Funding Agent thereto. (incorporated by reference to Exhibit 10.5 to the Company’s Registration
Statement on Form S-1 filed with the Commission on September 12, 2025).
10.6
Second Omnibus Amendment, dated October 12, 2018, by and among Alliance Laundry Systems LLC,
Alliance Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables Trust
2015-A, The Bank of New York Mellon, as Indenture Trustee, PNC Bank, National Association as
successor Administrative Agent and each Note Purchaser and Funding Agent party thereto. (incorporated
by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the
Commission on September 12, 2025).
10.7
Third Omnibus Amendment, dated March 19, 2019, by and among Alliance Laundry Systems LLC,
Alliance Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables Trust
2015-A, The Bank of New York Mellon, as Indenture Trustee, PNC Bank, National Association as
successor Administrative Agent and each Note Purchaser and Funding Agent party thereto. (incorporated
by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the
Commission on September 12, 2025).
122
10.8
Fourth Omnibus Amendment, dated February 21, 2020, by and among Alliance Laundry Systems LLC,
Alliance Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables Trust
2015-A, The Bank of New York Mellon, as Indenture Trustee, PNC Bank, National Association as
successor Administrative Agent and each Note Purchaser and Funding Agent party thereto. (incorporated
by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 filed with the
Commission on September 12, 2025).
10.9
Fifth Omnibus Amendment, dated October 9, 2020, by and among Alliance Laundry Systems LLC,
Alliance Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables Trust
2015-A, The Bank of New York Mellon, as Indenture Trustee, PNC Bank, National Association as
successor Administrative Agent and each Note Purchaser and Funding Agent party thereto. (incorporated
by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the
Commission on September 12, 2025).
10.10
Sixth Omnibus Amendment, dated July 27, 2021, by and among Alliance Laundry Systems LLC,
Alliance Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables Trust
2015-A, The Bank of New York Mellon, Indenture Trustee, PNC Bank, National Association as
successor Administrative Agent and each Note Purchaser and Funding Agent party thereto. (incorporated
by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the
Commission on September 12, 2025).
10.11
Seventh Omnibus Amendment, dated June 30, 2022, by and among Alliance Laundry Systems LLC,
Alliance Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables Trust
2015-A, The Bank of New York Mellon, as Indenture Trustee, PNC Bank, National Association as
successor Administrative Agent and each Note Purchaser and Funding Agent party thereto. (incorporated
by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the
Commission on September 12, 2025).
10.12
Eighth Omnibus Amendment, dated August 19, 2024, by and among Alliance Laundry Systems LLC,
Alliance Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables Trust
2015-A, The Bank of New York Mellon, as Indenture Trustee, PNC Bank, National Association as
successor Administrative Agent and each Note Purchaser and Funding Agent party thereto. (incorporated
by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the
Commission on September 12, 2025).
10.13
Ninth Omnibus Amendment, dated May 1, 2025, by and among Alliance Laundry Systems LLC, Alliance
Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables Trust 2015-A, The
Bank of New York Mellon, as Indenture Trustee, PNC Bank, National Association as successor
Administrative Agent and each Note Purchaser and Funding Agent party thereto. (incorporated by
reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the
Commission on September 12, 2025).
10.14
Ninth Amendment to Receivables Financing Agreement, dated May 1, 2025, by and among Alliance
Laundry Trade Receivables LLC, Alliance Laundry Systems LLC and PNC Bank, National Association
as lender and successor Administrative Agent. (incorporated by reference to Exhibit 10.14 to the
Company’s Registration Statement on Form S-1 filed with the Commission on September 12, 2025).
10.15*
Facility Limit Increase Agreement, dated December 29, 2025, by and among Alliance Laundry Systems
LLC, Alliance Laundry Equipment Receivables 2015 LLC, Alliance Laundry Equipment Receivables
Trust 2015-A, PNC Bank, National Association as successor Administrative Agent and the Note
Purchasers and Funding Agents party thereto.
10.16
Stockholders Agreement, dated October 8, 2025, by and between Alliance Laundry Holdings Inc. and
BDT Badger Holdings, LLC. (incorporated by reference to Exhibit 10.1 to the Company's Current Report
on Form 8-K filed with the Commission on October 10, 2025).
10.17
Registration Rights Agreement, dated October 8, 2025, by and between Alliance Laundry Holdings Inc.
and BDT Badger Holdings, LLC. (incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K filed with the Commission on October 10, 2025).
10.18
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).
10.19†
Alliance Laundry Holdings Inc. 2015 Stock Option Plan. (incorporated by reference to Exhibit 10.18 to
the Company’s Registration Statement on Form S-1 filed with the Commission on September 12, 2025).
10.20†
First Amendment to Alliance Laundry Holdings Inc. 2015 Stock Option Plan, effective February 4, 2021.
(incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed
with the Commission on September 12, 2025).
10.21†
Alliance Laundry Holdings Inc. 2015 Stock Purchase Plan. (incorporated by reference to Exhibit 10.20 to
the Company’s Registration Statement on Form S-1 filed with the Commission on September 12, 2025).
123
10.22†
First Amendment to the Alliance Laundry Holdings Inc. 2015 Stock Purchase Plan, effective as of June 1,
2016. (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1
filed with the Commission on September 12, 2025).
10.23†
Alliance Laundry Holdings Inc. Form of Nonqualified Stock Option Agreement (Service and
Performance Options) under the 2015 Stock Option Plan. (incorporated by reference to Exhibit 10.22 to
the Company’s Registration Statement on Form S-1 filed with the Commission on September 19, 2025).
10.24†
Employment Agreement, dated November 9, 2015 by and between Alliance Laundry Systems LLC and
Michael D. Schoeb. (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement
on Form S-1 filed with the Commission on September 12, 2025).
10.25†
Offer of Employment Letter, dated May 7, 2023, by and between Alliance Laundry Systems and Justin
Blount. (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form
S-1 filed with the Commission on September 12, 2025).
10.26†
Interim Assignment Recognition & Retention Letter, dated December 17, 2024, by and between Alliance
Laundry Systems LLC and Bob Calver. (incorporated by reference to Exhibit 10.25 to the Company’s
Registration Statement on Form S-1 filed with the Commission on September 12, 2025).
10.27†
Separation Agreement and Release Agreement, dated December 17, 2024, by and between Alliance
Laundry Systems LLC and Craig Dakauskas. (incorporated by reference to Exhibit 10.26 to the
Company’s Registration Statement on Form S-1 filed with the Commission on September 12, 2025).
10.28†
Separation Agreement and Release Agreement, dated December 31, 2024, by and between Alliance
Laundry Systems LLC and Justin Blount. (incorporated by reference to Exhibit 10.27 to the Company’s
Registration Statement on Form S-1 filed with the Commission on September 12, 2025).
10.29†
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).
10.30†
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).
10.31†
Second Amendment to the Alliance Laundry Holdings Inc. 2015 Stock Option Plan, effective August 29,
2025. (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1
filed with the Commission on September 12, 2025).
10.32†
Second Amendment to the Alliance Laundry Holdings Inc. 2015 Stock Purchase Plan, effective August
29, 2025. (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form
S-1 filed with the Commission on September 12, 2025).
10.33†
Form of Alliance Laundry Holdings Inc. Senior Executive Severance and Change of Control Plan.
(incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 filed
with the Commission on September 19, 2025).
10.34†
Form of Restricted Stock Unit Agreement to the 2025 Plan. (incorporated by reference to Exhibit 10.33 to
the Company’s Registration Statement on Form S-1 filed with the Commission on September 19, 2025).
10.35†
Amended and Restated Employment Agreement, dated October 9, 2025, by and between Alliance
Laundry Holdings Inc. and Michael D. Schoeb. (incorporated by reference to Exhibit 10.3 to the
Company's Current Report on Form 8-K filed with the Commission on October 10, 2025).
10.36†
Third Amendment to the Alliance Laundry Holdings Inc. 2015 Stock Purchase Plan, effective September
19, 2025. (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form
S-1 filed with the Commission on September 19, 2025).
19.1*
Insider Trading Policy
21.1*
Subsidiaries of Alliance Laundry Holdings Inc.
23.1*
Consent of Ernst & Young LLP
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the
Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*
Incentive Compensation Recovery Policy
101.INS
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because XBRL tags are embedded within the Inline XBRL document.
124
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
______________________
* Filed herewith.
† Indicates management contract or compensatory plan.
Item 16. Form 10-K Summary
None.
125
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized, in Ripon, Wisconsin on March 13, 2026 .
Alliance Laundry Holdings Inc.
By:
/s/ Michael D. Schoeb
Name:
Michael D. Schoeb
Title:
Chief Executive Officer and Director
Signatures and Powers of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints each of Michael D. Schoeb and Samantha L. Hannan, and each of them, as his or her true and lawful attorney-in-
fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any
and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Annual Report has been signed by the following
persons in the capacities and on the dates indicated.
Signature
Title
Date
By:
/s/ Michael D. Schoeb
Chief Executive Officer and Director
Michael D. Schoeb
(Principal Executive Officer)
March 13, 2026
By:
/s/ Dean Nolden
Chief Financial Officer
Dean Nolden
(Principal Financial Officer)
March 13, 2026
By:
/s/ Brian Sikora
Chief Accounting Officer
Brian Sikora
(Principal Accounting Officer)
March 13, 2026
By:
/s/ Clyde B. Anderson
Clyde B. Anderson
Director
March 13, 2026
By:
/s/ Timothy J. FitzGerald
Timothy J. FitzGerald
Director
March 13, 2026
By:
/s/ Phyllis A. Knight
Phyllis A. Knight
Director
March 13, 2026
By:
/s/ Narasimha Nayak
Narasimha Nayak
Director
March 13, 2026
By:
/s/ Robert L. Verigan
Robert L. Verigan
Director
March 13, 2026
By:
/s/ Amanda Hodges
Amanda Hodges
Director
March 13, 2026