Washington, D.C. 20549

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 29, 2018 Holdings, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)

8281 Greensboro Drive, Suite 100, Tysons, Virginia
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (877) 389-4033
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 8.01 Other Events.

On November 29, 2018, the Holdings, Inc. (“”) board of directors authorized a stock repurchase program, under which is authorized to purchase up to an aggregate of $75 million of’s outstanding common stock over the next two years. Steve Trundle, President and CEO of, commented, “While we have no imminent plans to utilize the Board’s authorization, we appreciate the vote of confidence from our board of directors which provides us an additional tool to consider in our capital allocation decision-making process."

The stock repurchase program allows to repurchase its common stock from time to time on the open market or in privately negotiated transactions. The stock repurchase program does not obligate to purchase any stock and the number of shares repurchased, if any, and the timing of repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume and general market conditions and other factors. The repurchase program may be suspended, modified or discontinued at any time in’s discretion. intends to finance any repurchases under the stock repurchase program using cash on hand.

Forward-Looking Statements

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by their use of terms and phrases such as “believe,” “continue,” “expect,” “intend,” “may,” “plan,” “will,” and other similar terms and phrases, and such forward-looking statements include, but are not limited to, the statements regarding the actions that may be taken under the stock repurchase program or the timing thereof. The events described in these forward-looking statements involve known and unknown risks and uncertainties that could cause actual results to differ materially from the results anticipated by these forward-looking statements, including, but not limited to the risks and uncertainties discussed in the “Risk Factors” section of’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2018 and other subsequent filings may make with the Securities and Exchange Commission from time to time. In addition, the forward-looking statements included herein represent’s views and expectations as of the date hereof and are based on information currently available. Subsequent events and developments may cause’s views to change. However, while may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so except as required by law. These forward-looking statements should not be relied upon as representing’s views as of any date subsequent to the date hereof.



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. Holdings, Inc.
November 29, 2018
/s/ Steve Valenzuela
Steve Valenzuela
Chief Financial Officer