Form 8-K - Current report

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

November 5, 2024

Date of Report (date of earliest event reported)

APPLIED INDUSTRIAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Ohio	1-2299		34-0117420
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

One Applied Plaza	Cleveland	Ohio	44115
(Address of Principal Executive Offices)			(Zip Code)

(216) 426-4000

Registrant's telephone number, including area code

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	AIT	New York Stock Exchange

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 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS.

As required under the requirements of Form 8-K, this filing relates to the migration of the Applied Industrial Technologies, Inc. Retirement Savings Plan (the "Plan") from Principal Financial Group, Inc. to Schwab Retirement Plan Services, Inc.

On November 5, 2024, Applied Industrial Technologies, Inc. (the “Company”) received a notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 from the plan administrator of the Plan. The notice informed the Company of a blackout period in which participants and beneficiaries in the Plan temporarily will be unable to exercise certain rights otherwise available to them under the Plan. During the blackout period, the Plan’s participants and beneficiaries will be unable to: (i) request a contribution rate change; (ii) request a fund transfer; (iii) request a paperless distribution or loan; (iv) submit completed distribution or loan paperwork, in good order; (v) change investment elections for future contributions; or (vi) submit a rollover or loan check. The blackout period is required due to the need to administratively process the migration of the Plan from the recordkeeping platform of Principal Financial Group, Inc. to the recordkeeping platform of Schwab Retirement Plan Services, Inc.

On November 11, 2024, the Company delivered to its directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a notice required by Section 104 of the Securities and Exchange Commission Regulation Blackout Trading Restriction (“Regulation BTR”). The Regulation BTR notice imposes a blackout period on such directors and officers during which they will be prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any Company common shares or derivative securities with respect to Company common shares acquired in connection with their service or employment as a director or officer, except as otherwise exempted by Regulation BTR. A copy of the Regulation BTR blackout notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The blackout period applicable to the Plan’s participants and beneficiaries, as well as to our directors and officers subject to Section 16 of the Exchange Act, is expected to begin on December 20, 2024, at 4:00 p.m. Eastern Time and is expected to end during the calendar week of January 19, 2025, but may be extended to the extent necessary. The Company’s common shareholders or other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the blackout period by contacting Jon S. Ploetz – Vice President – General Counsel & Secretary, Applied Industrial Technologies, Inc., 1 Applied Plaza, Cleveland, Ohio 44115, or by calling (877) 279-2799.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.			Description
99.1			Regulation BTR Blackout Notice to Directors and Officers dated November 1 1 , 2024.

104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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, thereunto duly authorized.


			APPLIED INDUSTRIAL TECHNOLOGIES, INC.
			(Registrant)



			By: /s/ Jon S. Ploetz
			Jon S. Ploetz, Vice President-General Counsel & Secretary
Date: November 12, 2024

Exhibit 99.1

Notice of Blackout Period Under the

Applied Industrial Technologies, Inc. Retirement Savings Plan

(As Required by Rule 104 Under SEC Regulation Blackout Trading Restriction)

Date: November 11, 2024

To: All Directors and Section 16 Officers of Applied Industrial Technologies, Inc.

From: Jon Ploetz

Subject: Notice of Blackout Trading Restriction Period (the “Blackout Period”)

Class of Securities Subject to the Blackout Period.

This notice is to inform you of restrictions on your ability to transact in the common shares of Applied Industrial Technologies, Inc. (“Applied” or the “Company”), no par value, (together with any derivative security thereof including options or units, “Applied Shares”), during an upcoming Blackout Period. The additional restrictions during this period are imposed on the Company’s directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Section 104 ofSecurities and Exchange Commission (“SEC”) Regulation Blackout Trading Restriction (“BTR”). The Blackout Period is in addition to the Company’s regularly scheduled blackout period related to our earnings release under the Company’s insider trading policy and will apply even if the insider trading policy blackout period is lifted.

The purpose of this Notice is to inform you of the impending Blackout Period under the Applied Industrial Technologies, Inc. Retirement Savings Plan (the “Plan”), during which you generally will be prohibited from effecting any direct or indirect transactions in Applied Shares that you acquired in connection with your service as a director or employment as a Section 16 officer of the Company. We are obligated under the Sarbanes-Oxley Act to provide you with this Notice, which contains specific information regarding the Blackout Period. In addition, we are required to file this Notice with the SEC as part of a Form 8-K.

Reasons for Blackout Period and Plan Transactions to be Suspended.

The Plan will be migrated from the recordkeeping platform of Principal Financial Group, Inc. to the recordkeeping platform of Schwab Retirement Plan Services, Inc. The Blackout Period is necessary to administratively transfer the individual accounts, including those accounts with Applied Shares, onto the new recordkeeping platform. As a result of this migration, Plan participants and beneficiaries will temporarily be unable to:

(i)Request a contribution rate change;

(ii)Request a fund transfer;

(iii)Request a paperless distribution or loan;

(iv)Submit completed distribution or loan paperwork;

(v)Change investment elections for future contributions; or

(vi)Submit a rollover or loan check.

The Plan’s participants and beneficiaries have received or will receive a separate notice informing them of the blackout period in accordance with applicable law. The period of restriction applicable to the Plan’s participants and beneficiaries matches the time frame in the Blackout Period referenced below.

Length of Blackout Period.

The Blackout Period is expected to begin on December 20, 2024, at 4:00 p.m. Eastern Time and is expected to end during the calendar week of January 19, 2025. If there is a change to the beginning date or the length of the Blackout Period, Applied will notify you of the change as soon as reasonably practicable. You may obtain, without charge, the actual beginning and ending dates of the Blackout Period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the Blackout Period, by contacting Jon S. Ploetz – Vice President – General Counsel & Secretary, Applied Industrial Technologies, Inc., 1 Applied Plaza, Cleveland, Ohio 44115, or by calling (877) 279-2799.

Restrictions on Directors and Section 16 Officers During the Blackout Period.

Because participants and beneficiaries in the Plan will be unable to direct or diversify assets, including Applied Shares during the Blackout Period, Applied’s directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the Blackout Period.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the Company’s directors and Section 16 officers are prohibited during the Blackout Period from:

(i)Purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any Applied Shares acquired in connection with his or her service or employment as a director or Section 16 officer;

(ii)Being awarded any “discretionary grant” of Applied Shares, including options, units, or other equity securities;

(iii)Exercising options, whether or not in combination with the sale of underlying shares of Applied Shares;

(iv)Transferring an investment of Applied Shares in the Plan;

(v)Liquidating a position in a security tied to the value of Applied Shares; and

(vi)Enrolling in a plan or establishing or changing the deferral percentage in a plan that offers Applied Shares as an investment alternative.

Please note the following:

-Prohibited transactions are not limited to those involving your direct ownership but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

-There are exemptions for certain transactions including gifts, acquisitions in formula plans and other non-discretionary “automatic” transactions.

-To avoid even the impression of wrongdoing, you will not be permitted to engage in transactions involving Applied Shares that were not acquired in connection with your service or employment as a director or officer.

-These restrictions apply regardless of whether you participate in the Plan.

If you engage in a transaction that violates these laws and regulations, you may be required to disgorge your profits from the transaction, and you may be subject to sanctions. Because of the complexity of the regulations and the severity of the penalties and other remedies, please do not engage in any transaction involving Applied Shares during the Blackout Period. Please contact me with any questions.

Thank you.

Cover Page Document	Nov. 05, 2024
Cover [Abstract]
Entity Central Index Key	0000109563
Document Type	8-K
Document Period End Date	Nov. 05, 2024
Entity Registrant Name	APPLIED INDUSTRIAL TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	OH
Entity File Number	1-2299
Entity Tax Identification Number	34-0117420
Entity Address, Address Line One	One Applied Plaza
Entity Address, City or Town	Cleveland
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44115
City Area Code	216
Local Phone Number	426-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	AIT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false