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):

~~February~~July 529, 2024 (~~February~~July 129, 2024)

Rite Aid Corporation

(Exact name of registrant as specified in its charter)

Delaware		1-5742		23-1614034
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

P.O. Box 3165

Harrisburg, Pennsylvania 17105

(Address of principal executive offices, including zip code)

(717) 761-2633

(Registrant’s telephone number, including area code)

N/A

(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 (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:: None (*)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		RADCQ		OTCMKTS*

(*) On October 17, 2023, Rite Aid Corporation’s common stock, which previously traded on the New York Stock Exchange under the symbol RAD, began trading exclusively on the over-the-counter market under the symbol RADCQ. On October 31, 2023, the New York Stock Exchange filed a Form 25-NSE with the U.S. Securities and Exchange Commission and Rite Aid Corporation’s common stock was subsequently delisted from the New York Stock Exchange. On January 29, 2024, Rite Aid Corporation’s common stock was deregistered under Section 12(b) of the Securities Exchange Act of 1934, as amended.

*Rite Aid Corporation’s common stock began trading exclusively on the over-the-counter market on October 17, 2023 under the symbol RADCQ.

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. ¨

Explanatory Note

~~As previously disclosed, during the Company’s~~This preparation of its financial statements for the third fiscal quarter ended December 2, 2023, the Company’s management preliminarily identified a misapplication of U.S. GAAP relating to the Company’s methodology of recording provisional closed store charges (the “Misapplication”), prompting the need for further analysis under Accounting Standards Codification Topic 420. The Company’s management has preliminarily determined that the impact of the Misapplication on previously issued financial statements is not material and is still evaluating the impact on the Company’s internal control over financial reporting (“ICFR” and, such review, the “Ongoing Review”). The resolution of this matter may result in the Company filing amendments to its annual report on Form 10 8-K ~~for~~is ~~the~~being ~~fiscal~~furnished ~~year~~solely ~~ended~~to ~~March~~fulfill ~~4, 2023 and its quarterly reports on Form 10-Q for~~ the ~~fiscal~~obligations ~~quarters ended June 3, 2023 and September 2, 2023, respectively. In addition, the Ongoing Review has delayed the filing~~ of ~~the~~Rite ~~Company’s quarterly~~Aid ~~report~~Corporation ~~on Form 10-Q for the fiscal quarter ended December 2, 2023~~ (the “~~Q3 Form 10-Q~~Company”)~~. The Company’s management has discussed this matter with Deloitte & Touche LLP~~, ~~the~~under ~~Company’s independent registered public accounting firm.~~those Ascertain aConfidentiality ~~result~~Agreements ~~of the Ongoing Review, although the consummation of the sale of the Elixir Assets~~ (as defined below) byto ~~the~~publicly ~~Company’s direct~~disclose ~~and~~certain ~~indirect~~confidential ~~subsidiaries~~information is(collectively, ~~considered a significant disposition and requires~~ the ~~presentation of pro forma financial information~~“Cleansing ~~of the Company in accordance with Article 11 of Regulation S-X to give effect to such disposition~~Materials”), ~~the~~upon ~~Company is not able to provide~~ the ~~required~~occurrence ~~pro~~of ~~forma~~certain ~~financial information at this time~~conditions.

Item 27.01. ~~Completion~~Regulation ofFD ~~Acquisition or Disposition of Assets~~Disclosure.

AsCleansing previously disclosed in the Company’s current report on Form 8-K filed on October 16, 2023, Hunter Lane, LLC, a subsidiary of the Company, and certain of Hunter Lane, LLC’s subsidiaries (collectively, the “Sellers”) entered into an asset purchase agreement (as amended from time to time, the “Elixir Stalking Horse APA”) with MedImpact Healthcare Systems, Inc. (“MedImpact”), pursuant to which MedImpact agreed to serve as the “stalking horse bidder” in a court-supervised sale process under Section 363 of Title 11 of the United States Code to acquire the Company’s pharmacy benefit manager business (such business, the “Elixir Business,” the assets of the Elixir Business, the “Elixir Assets,” and the sale thereof, the “Elixir Sale Transaction”).Material

In ~~connection with the foregoing, on November 16,~~ August 2023, the Company ~~filed~~executed aconfidentiality agreements ~~motion~~ (collectively, the “~~Seller~~Confidentiality ~~Financing Motion~~Agreements”) with ~~the~~certain ~~United~~members ~~States~~of ~~Bankruptcy~~an ~~Court~~ad ~~for the~~hoc ~~District~~group of ~~New~~holders ~~Jersey~~of (the ~~“Bankruptcy Court”~~Company’s (x) 7.500% ~~seeking~~senior ~~approval~~secured tonotes ~~provide~~due ~~seller~~July 1, ~~financing~~2025 toand ~~MedImpact to~~(y) 8.000% ~~fund~~senior asecured ~~substantial~~notes ~~portion~~due ofNovember 15, ~~the~~2026 ~~purchase price of the Elixir Sale Transaction~~ (collectively, the “~~Seller~~Restricted ~~Financing~~Senior Secured Noteholders”)~~. On~~ ~~December~~to ~~19,~~continue ~~2023,~~confidential ~~the~~discussions ~~Bankruptcy~~and ~~Court~~negotiations ~~approved~~concerning ~~the Seller Financing in~~ a ~~bench~~potential restructuring ~~ruling~~transaction ~~and~~under onChapter ~~December~~11 ~~20,~~of ~~2023,~~Title ~~the~~11 ~~Bankruptcy~~of ~~Court entered a written order approving~~ the ~~Seller~~United ~~Financing~~States ~~and~~Code ~~authorizing~~in the ~~Company’s~~United ~~entry~~States ~~into~~Bankruptcy ~~that~~Court ~~certain~~for ~~Second~~the ~~Amended and~~District ~~Restated~~of ~~Credit~~New ~~Agreement,~~Jersey ~~dated~~(the as“Bankruptcy ~~of November 7~~Court,” ~~2023, by~~ and ~~between~~such MItransaction, ~~OpCo~~the ~~Holdings,~~“Restructuring ~~Inc~~Transaction”)., asPursuant ~~borrower~~to ~~thereunder, MI OpOco H2, LLC,~~the asConfidentiality ~~a guarantor thereunder~~Agreements, the ~~other~~Company ~~subsidiary~~provided ~~guarantors~~such ~~from~~parties ~~time~~under ~~to time party thereto,~~ the ~~lenders~~Confidentiality ~~and~~Agreements ~~the~~with ~~other~~confidential ~~L/C~~information ~~issuers from time to time party thereto,~~ and ~~Bank of America, N.A., as administrative agent, swing-line lender and L/C issuer (as amended, restated,~~agreed ~~amended~~that ~~and~~if ~~restated,~~certain ~~supplemented~~conditions orwere ~~otherwise modified from time to time~~met, ~~“Term~~the ~~Loan~~Company ~~Credit~~would ~~Agreement”),~~publicly ~~subject to~~disclose ~~certain~~the ~~conditions~~Cleansing ~~set forth therein~~Materials.

~~On February~~As 1,previously ~~2024~~disclosed, ~~upon~~on January 17, 2024, the ~~satisfaction~~Bankruptcy ofCourt ~~the~~entered ~~conditions~~an toorder ~~closing,~~approving the ~~Sellers~~Company’s ~~and~~sale ~~MedImpact~~of ~~consummated~~ the Elixir ~~Sale~~business ~~Transaction as~~to ~~contemplated~~MedImpact byHealthcare ~~the Elixir Stalking Horse APA~~Systems, Inc. (“MedImpact” ~~thereby~~and ~~completing~~ the ~~disposition~~sale, ~~of substantially all of~~ the “Elixir ~~Assets~~Sale”). In connection with ~~consummation~~the closing of the Elixir Sale ~~Transaction~~, ~~the~~which occurred ~~Sellers~~on ~~received~~February 1, ~~Term~~2024, ~~Loans~~MedImpact ~~(as~~issued ~~defined~~to in the ~~Elixir~~Company ~~Stalking~~certain ~~Horse~~term ~~APA)~~loans ~~pursuant to the Seller Financing~~ in the aggregate principal amount, ~~after~~of ~~giving effect to customary working capital calculations, equal to~~ $567.382 million, under ~~and~~that ~~cash~~certain inSecond anAmended ~~aggregate~~and ~~amount~~Restated ~~equal~~Credit toAgreement, ~~$43.125~~dated ~~million.~~as Anof ~~additional~~November 7, ~~$14.375~~2023, ~~million~~by ~~will~~and beamong ~~held~~MI inOpCo ~~escrow~~Holdings, Inc., as ~~subject~~borrower tothereunder, ~~certain post-closing~~MI ~~purchase~~OpCo ~~price~~H2, ~~adjustments~~LLC, inas ~~accordance~~“Holdings” ~~with~~thereunder, ~~customary~~the ~~working~~other ~~capital~~guarantors ~~calculations.~~from ~~The~~time ~~proceeds~~to oftime ~~the~~party ~~Elixir~~thereto, ~~Sale Transaction~~Debtor ~~are~~Rite ~~assets~~Aid ofCorporation, ~~the~~as ~~Sellers’~~a ~~bankruptcy estates~~lender, ~~and~~each ~~will~~other belender ~~used~~from time to ~~provide~~time ~~recoveries~~party tothereto, ~~the~~Bank ~~Company’s~~of ~~stakeholders~~America, inN.A., ~~connection~~as Administrative Agent, ~~with~~Swing ~~and~~Line ~~pursuant~~Lender toand ~~the~~an ~~Company’s~~L/C ~~chapter~~Issuer 11(each ~~process~~as ~~and~~defined therein) (the ~~proposed~~“MedImpact ~~plan~~Term ~~of reorganization~~Loan”).

~~Additionally,~~On ~~upon the occurrence of the closing of the Elixir Sale Transaction and the Seller Financing~~July 3, ~~on February 1,~~ 2024, the Company ~~entered~~filed ~~into~~a ~~(x) that certain Collateral Assignment~~motion ofwith ~~Financing Documents (~~the ~~“DIP~~Bankruptcy ~~ABL~~Court ~~Collateral~~seeking ~~Assignment”),~~approval byof ~~and between~~ the ~~Company,~~sale ~~as assignor, and Bank~~ of ~~America, N.A., in its capacity as collateral agent for each of the Senior Secured Parties (as defined in that~~ certain ~~DIP ABL Credit Agreement, dated as~~ of ~~October 18, 2023, as amended from time to time, by and among~~ the Company,’s ~~the~~interests ~~lenders~~in ~~thereto and Bank of America, N.A., as administrative agent and collateral agent thereunder (~~the ~~“DIP~~MedImpact ~~ABL~~Term ~~Credit~~Loan ~~Agreement”)),~~to ~~as assignee~~certain ~~(in~~third-party ~~such~~purchasers ~~capacity, the “Assignee”),~~ and ~~(y)~~Restricted ~~that~~Senior ~~certain~~Secured ~~Collateral~~Noteholders ~~Assignment of Financing Documents~~ (~~the~~ “~~DIP~~ MedImpact Term Loan ~~Collateral Assignment~~Sale”),. On ~~by and among the Company~~July 11, ~~as assignor~~2024, ~~and~~ the ~~Assignee,~~Bankruptcy inCourt ~~its~~entered ~~capacity~~an asorder ~~collateral agent~~approving ~~for each of~~ the ~~Secured~~MedImpact ~~Parties (as defined in that certain DIP~~ Term Loan ~~Credit~~Sale. On ~~Agreement dated as of October 18~~July 26, ~~2023~~2024, ~~as amended from time to time, by and among~~ the Company, distributed the proceeds ~~lenders~~of ~~thereto~~certain ~~and Bank~~ of ~~America, N.A., as administrative agent and collateral agent thereunder (~~the ~~“DIP~~Company’s ~~Term~~interests ~~Loan~~in ~~Credit Agreement”)) (~~the ~~“DIP~~MedImpact Term Loan ~~Collateral Assignment”). Pursuant~~ to ~~each of~~ the ~~DIP~~Restricted ~~ABL~~Senior ~~Collateral~~Secured ~~Assignment~~Noteholders and certain of the ~~DIP~~Company’s ~~Term~~lenders ~~Loan~~under ~~Collateral~~its ~~Assignment,~~debtor-in-possession ~~the~~financing ~~Company,~~ in ~~connection~~accordance with the ~~Elixir~~ ~~Sale~~terms ~~Transaction,~~and ~~collaterally~~conditions ~~assigned~~agreed ~~all~~pursuant ~~of its rights arising under~~ to the ~~Term~~Restructuring ~~Loan~~Transaction ~~Credit Agreement~~ and ~~the~~as ~~other~~a ~~seller~~result ~~financing documentation~~of to the ~~Assignee~~foregoing, ~~for~~ the ~~ratable~~Cleansing ~~benefit~~Materials ofincluded ~~the Senior Secured Parties (~~as ~~defined~~Exhibit 99.1 inare ~~the~~being ~~DIP ABL Credit Agreement) and~~furnished ~~the Secured Parties (as defined~~ in ~~the~~satisfaction ~~DIP~~of ~~Term Loan Credit Agreement), as applicable, as collateral security for~~ the ~~Senior~~Company’s ~~Loan~~public ~~Obligations (as~~disclosure ~~defined~~obligations inunder the ~~DIP~~Confidentiality ~~ABL Credit Agreement) and the Obligations (as defined in the DIP Term Loan Credit Agreement), as applicable~~Agreements.

The foregoing description of the ~~Elixir~~MedImpact ~~Stalking~~Term ~~Horse~~Loan ~~APA, including the transactions contemplated thereby,~~ is not complete and is ~~subject to, and~~ qualified in its entirety by, ~~the~~reference ~~full text~~to of the ~~Elixir~~MedImpact ~~Stalking~~Term ~~Horse APA~~Loan, a copy of which is ~~filed~~attached to this Current Report on Form 8-K as Exhibit 2 10.1 ~~hereto~~and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

Certain matters discussed in this current report on Form 8-K constitute forward-looking statements within the meaning of the federal securities laws. All statements and any underlying assumptions contained in this notification, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the anticipated timing of the filing of the Q3 Form 10-Q; expectations with regard to the anticipated impact of the Misapplication; the Company’s preliminary analysis with respect to ASC Topic 420 and ICFR; the Company’s ability to prepare the requisite pro forma financial information as required under Article 11 of Regulation S-X; and any assumptions underlying any of the foregoing. These forward-looking statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, ~~performance~~ performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from expectations include, but are not limited to, the ~~effectiveness of the~~ Company’s ~~ICFR~~ability to improve its liquidity and ~~disclosure~~long-term ~~controls~~capital structure and ~~procedures~~to address its debt service obligations through the Restructuring Transaction; the ~~potential~~Company’s ~~for~~ability ato ~~material~~make ~~weakness~~the inrequired payments under the agreements governing its current debt obligations; the Company’s ~~ICFR~~ability orto maintain relationships with suppliers, customers, employees and other ~~potential~~third ~~control~~parties ~~deficiencies~~as a result of ~~which~~the Restructuring Transaction; the effects of the Restructuring Transaction and the interests ~~Company~~of isvarious ~~not~~constituents ~~currently~~in ~~aware~~connection therewith; risks and uncertainties associated with the ~~risk~~Restructuring ~~that~~Transaction, including the Company’s ~~completion~~ability ~~and~~to ~~filing~~successfully ofconsummate the Q3Restructuring ~~Form~~Transaction; ~~10-Q~~and the nature, orcost, ~~the~~impact ~~preparation~~and outcome of the ~~pro~~Company’s pending ~~forma~~and ~~financial information~~future litigation, ~~will~~other ~~take~~legal ~~longer~~or ~~than~~regulatory ~~expected;~~proceedings, ~~additional~~or ~~information~~governmental ~~that~~investigations ~~may~~and ~~arise~~actions, ~~during~~including ~~the~~those ~~finalization~~related to ofopioids, ~~the~~“usual Q3and ~~Form~~customary” ~~10-Q~~pricing, government payer programs, business practices, or other matters; and the ~~risks~~ risks discussed in detail in Item 1A. Risk Factors of the Company’s ~~most recent~~ annual report on Form 10-K for the fiscal year ended March 4, 2023, in the Company’s subsequent quarterly reports on Form 10-Q, filed with the Securities Exchange Commission (“SEC”), and in other documents that we file or furnish with the ~~Securities and Exchange Commission~~SEC. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise, except as required by law.

Item 9.01.

Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Pro forma financial information relating to the sale of the Elixir Assets described in Item 2.01 is not included in this Current Report on Form 8-K. As a result of the Ongoing Review, the Company is unable to provide any pro forma financial information of the Company relating to the sale described under Item 2.01. Promptly following the Ongoing Review, the Company expects to file an amendment to this Current Report on Form 8-K to provide such pro forma financial information.

(d) Exhibits.

Exhibit Number		Description
2.1*		Elixir Stalking Horse APA.
10.1*+		MedImpact Credit Agreement.
99.1		Cleansing Material.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* In accordance with Item 601(a)(5) of Regulation S-K, certain schedules or similar attachments to this exhibit have been omitted from this filing.

+ Previously filed with the U.S. Securities Exchange Commission on December 27, 2023 as Exhibit 10.1 to the Company’s Current Report on Form 8-K.

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 hereto duly authorized.

Date: February 5, 2024
	RITE AID CORPORATION
		By:	/s/ Thomas Sabatino
		Name:	Thomas Sabatino
		Title:	Executive Vice President and Chief Legal Officer

Date: July 29, 2024

	RITE AID CORPORATION

	By:	/s/ Matthew C. Schroeder
		Name: Matthew C. Schroeder
		Title: Executive Vice President and Chief Financial Officer

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