Form 8-K
8-K — REX AMERICAN RESOURCES Corp
Accession: 0000930413-26-001847
Filed: 2026-06-12
Period: 2026-06-10
CIK: 0000744187
SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — c116671_8k-ixbrl.htm (Primary)
EX-10.(A) (c116671_ex-10a.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: c116671_8k-ixbrl.htm · Sequence: 1
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):
June 10, 2026
REX AMERICAN RESOURCES
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-09097 31-1095548
(State or other jurisdiction
of incorporation) (Commission File Number) (IRS Employer
Identification No.)
7720 Paragon Rd.
Dayton, Ohio 45459
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area
code: (937) 276-3931
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:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value REX 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On June 10, 2026, the Compensation Committee of the Board of
Directors of REX American Resources Corporation approved a form of Restricted Stock Unit Award Agreement (the “RSU Award
Agreement”) under the REX American Resources Corporation 2026 Incentive Plan to be used for awards of restricted stock units.
A copy of the RSU Award Agreement is filed herewith as Exhibit
10(a) and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits:
The following exhibits are filed with this Current Report on
Form 8-K:
Exhibit No.
Description
10(a)
Form of Restricted Stock Unit Award Agreement under the REX American Resources 2026 Incentive Plan*^
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
^
Management contract or compensatory plan, contract or arrangement.
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 thereunto duly authorized.
REX AMERICAN RESOURCES CORPORATION
Date: June 12, 2026
By:
/s/ Douglas L. Bruggeman
Name: Douglas L. Bruggeman
Title: Vice President-Finance, Chief Financial Officer and Treasurer
0000744187
false
REX AMERICAN RESOURCES CORPORATION
0000744187
2026-06-10
2026-06-10
EX-10.(A)
EX-10.(A)
Filename: c116671_ex-10a.htm · Sequence: 2
Exhibit
10(a)
RESTRICTED
STOCK Unit AWARD AGREEMENT
(Performance-Based Vesting)
THIS RESTRICTED STOCK
UNIT AWARD AGREEMENT (this “Agreement”) is made on
(the “Date of Grant”), by and between REX American Resources Corporation, a Delaware corporation (the
“Company”) and the undersigned,
(“Grantee”). Capitalized terms not otherwise defined herein shall have the same meaning as in the REX American
Resources Corporation 2026 Incentive Plan (the “Plan”).
1. Grant
of RSUs. Pursuant to the Plan, the Company hereby grants to Grantee, as of the Date of Grant,
Restricted Stock Units (“RSUs”). The RSUs are being issued by the Company to Grantee in consideration of
Grantee’s service to the Company. The number of RSUs, if any, that Grantee is eligible to earn will depend on the extent to
which the Company achieves a performance objective set forth on Appendix A hereto (“Appendix A”) for the
performance cycle set forth therein (the “Performance Cycle”). The Award provides Grantee the conditional right
to receive, without payment and pursuant to and subject to the terms and conditions set forth in this Agreement and in the Plan, one
share of Stock (a “Share”) for each RSU that is earned based on achievement of the performance objective for the
Performance Cycle as set forth in Appendix A, subject to adjustment pursuant to Section 5.6 of the Plan in respect of certain
transactions occurring after the Date of Grant. The number of RSUs set forth above is based upon achievement of the
“Target” level of performance with respect to the performance objective specified in Appendix A. Grantee will not earn
any RSUs under the Award if the Company’s performance during the Performance Cycle is below the “Threshold”
performance level specified in Appendix A. If actual performance with respect to the performance objective for the Performance Cycle
equals or exceeds the “Threshold” level specified in Appendix A for the performance objective, the number of RSUs earned
will be based on the payout curve as specified in Appendix A.
2. Vesting of RSUs.
(a) Determination
of Achievement of Performance Levels. Subject to Sections 3 and 4 below, following the end of the Performance Cycle (but
no later than the first 60 days thereafter), the Committee, in its sole and absolute discretion, shall determine whether, and
the extent to which, the Company has achieved the performance objective set forth on Appendix A and the number of RSUs that
have been earned by Grantee for the Performance Cycle. Notwithstanding anything contained on Appendix A to the contrary, the
Committee may in its sole discretion increase or decrease the number of RSUs determined to be earned for the Performance
Cycle (or the related levels of achievement of the performance objective) to equitably account for any events or developments
affecting achievement of the performance objective during the Performance Cycle that were not anticipated at the Date of
Grant.
(b) Vesting.
Subject to Sections 3 and 4 below, the number of RSUs earned in accordance with Section 2(a) above shall become fully vested
on the last day of the Performance Cycle (the “Vesting Date”), subject to Grantee’s continued
employment until the Vesting Date. Unless and until the RSUs have vested in the manner set forth in this Section 2 (or
Section 3 or 4 below), Grantee will have no right to receive Shares under any such RSUs.
3.
Change in Control. If Grantee remains employed with the Company or a Subsidiary until the date of a Change in Control,
and the Change in Control occurs before the Vesting Date, the following rules will apply:
(a)
If this Award is assumed or substituted by the successor corporation, or a parent or subsidiary of the successor corporation in
connection with a Change in Control, then the performance objective shall be deemed satisfied at the greater of: (i) the 150%
achievement level set forth on Appendix A; or (ii) the actual achievement level based on the Company’s performance through
the date of the Change in Control as determined under Appendix A, and except as provided in Section 4(b) below, the resulting
number of earned RSUs shall vest on the Vesting Date, subject to Grantee’s continued employment with the successor corporation
or a parent or subsidiary of the successor corporation until the Vesting Date.
(b)
If this Award is not assumed or substituted
by the successor corporation or a parent or subsidiary of the successor corporation in connection with a Change in Control, then
the performance objective shall be deemed satisfied at the greater of: (i) the 150% achievement level set forth on Appendix A;
or (ii) the actual achievement level based on the Company’s performance through the date of the Change in
Control as determined under Appendix A, and the
resulting number of earned RSUs shall become immediately vested as of the date of the Change in Control.
4. Forfeiture
Upon Termination of Employment. Except as provided in Section 4(a), (b) and (c) below, if Grantee ceases to be
employed by the Company or a Subsidiary prior to the Vesting Date (or, after a Change in Control, with the Company or any
successor corporation or a parent or subsidiary of the successor corporation), the unvested RSUs will immediately terminate
without any consideration payable by the Company. Notwithstanding the foregoing, the following accelerated vesting provisions
shall apply upon the occurrence of any of the following events prior to the Vesting Date:
(a) In
the event that, prior to the Vesting Date, (i) Grantee’s employment is terminated by the Company other than for Cause
(excluding for Death or Total Disability), or (ii) Grantee resigns for Good Reason (as defined in his or her employment
agreement with the Company), in either case prior to a Change in Control, then the performance objective shall be deemed
satisfied at the greater of: (x) the 100% achievement level set forth on Appendix A; or (y) the actual achievement level
based on the Company’s performance through the calendar month ending immediately prior to the date of termination.
(b) Notwithstanding
the foregoing, if Grantee’s Award is assumed or substituted in connection with a Change in Control, the earned but
unvested RSUs (calculated in accordance with Section 3(a) above) will become fully vested in the event that:
(i) Grantee’s employment is terminated by the Company (or the successor corporation or a parent or subsidiary of the
successor corporation) other than for Cause (including for Death or Total Disability); or (ii) Grantee resigns for Good
Reason; or (iii) the Company (or the successor corporation or a parent or subsidiary of the successor corporation), in its
sole discretion, determines to provide for full vesting on any other termination event as mutually agreed by Grantee and the
Company.
-2-
(c) In
the event Grantee’s employment with the Company terminates by reason of Death or Total Disability during the
Performance Cycle but prior to a Change in Control, then the performance objective shall be deemed satisfied at the 100%
achievement level set forth on Appendix A.
5. Delivery of
Shares. Within 60 calendar days after the Vesting Date or, if applicable, after a vesting event under Section 3(b), 4(a),
4(b), or 4(c) above, the Company shall deliver the Shares for such earned RSUs to Grantee (or Grantee’s estate or
beneficiary, as applicable). In the event of Grantee’s death, delivery may occur at such later time as permitted under
Section 409A of the Code if additional time is needed for administrative reasons. Upon delivery of the Shares with respect to
the vested RSUs, the Award shall terminate. Prior to actual payment, vested RSUs represent an unsecured obligation of the
Company, payable only from its general assets.
6. Non-Transferability
of RSUs. The RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated and shall be
subject to the transfer restrictions set forth in Section 11.1 of the Plan.
7. Forfeiture;
Recovery of Compensation. By accepting, or being deemed to have accepted, the RSUs, Grantee expressly acknowledges and
agrees that his or her rights, and those of any permitted transferee, with respect to the RSUs, including the right to any
Shares acquired in respect of the RSUs and any amounts received in respect thereof, are subject to Section 11.8 of the Plan
(including any successor provision). Grantee further agrees to be bound by the terms of any applicable clawback or recoupment
policy and any stock ownership guidelines of, or established by, the Company.
8. Shareholder
Rights; Dividend Equivalents. Neither Grantee nor any person claiming under or through Grantee will have any of
the rights or privileges of a stockholder of the Company in respect of any Shares underlying the RSUs (including, without
limitation, dividend and voting rights) unless and until certificates representing such shares of Stock will have been issued
(including in book entry), recorded on the records of the Company or its transfer agents or registrars, and, if applicable,
delivered to Grantee. Notwithstanding the foregoing, upon payment of an earned RSU, Grantee shall be entitled to a cash
payment (without interest) equal to the aggregate cash dividends declared and payable with respect to one (1) Share for each
record date that occurs during the period beginning on the Date of Grant and ending on the date the RSU is paid (the
“Dividend Equivalents”). The Dividend Equivalents shall be forfeited to the extent that the underlying RSU
is forfeited and shall be paid to Grantee, if at all, at the same time the related RSU is paid in accordance with Section 5
above. Dividend Equivalents will be subject to any required withholding for federal, state, local, foreign or other
taxes.
9. Adjustments
Upon Changes in Capitalization, Etc. The RSUs shall be subject to adjustment, modification and termination as
provided in Section 5.6 of the Plan. Any such adjustment shall be conclusive and binding for all purposes.
10. Tax
Withholding. Grantee expressly acknowledges and agrees that Grantee’s rights hereunder, including the right
to be issued Shares upon settlement of the Award, are subject to Grantee promptly paying to the Company in cash or by check
(or by such other means as may be acceptable to the Administrator) all taxes and other amounts required to be withheld. No
Shares
-3-
will be issued in respect
of the Award unless and until Grantee has remitted to the Company an amount in cash sufficient to satisfy any withholding requirements
or has made other arrangements satisfactory to the Company with respect to such amounts. Unless otherwise determined by the Company,
the Company shall automatically satisfy any tax withholding obligations by withholding from the Shares that would otherwise be
delivered in connection with a vesting date a number of Shares having a value equal to the minimum statutory amount (or, in the
Company’s discretion, such other amount permitted under Section 14 of the Plan) required to be withheld to satisfy such tax
withholding obligations and/or by causing such number of Shares to be sold in accordance with a sell-to-cover arrangement. Grantee
authorizes the Company and its subsidiaries to withhold any amounts due in respect of any required withholdings by withholding
from the Shares otherwise deliverable in connection with the RSUs, by causing such Shares to be sold in accordance with a sell-to-cover
arrangement and/or by withholding from any amounts otherwise owed to Grantee. Nothing in this Section 10, however, shall be construed
as relieving Grantee of any liability for satisfying his or her tax obligations relating to the Award. If a sell-to-cover arrangement
is selected as contemplated hereunder, Grantee shall bear all costs associated with the sale of Shares under such arrangement.
11. RSUs
Subject to Plan. The RSUs awarded pursuant to the Plan are subject to all of the terms and conditions of the
Plan, which are hereby expressly incorporated and made a part hereof. Any conflict between this Agreement and the Plan shall
be controlled by, and settled in accordance with, the terms of the Plan. Grantee acknowledges that he or she has received,
read and understands the provisions of the Plan and agrees to be bound by its terms and conditions.
12. Compliance
with Insider Trading Policy. Grantee acknowledges and confirms that all transactions in the Shares and any
derivative securities related to the Shares shall be in compliance with the Company’s Insider Trading Policy.
13. Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by Grantee or the Company promptly to the
Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Committee
shall be final, binding and conclusive on all persons having or claiming any interest in this Agreement.
14. Not
a Contract of Employment. This Agreement shall not be deemed to constitute an employment contract between the
Company or a Subsidiary and Grantee or to be a consideration or an inducement for the employment or other service of
Grantee.
15. Notices. Any notice required or permitted hereunder shall be given in writing and deemed delivered when (i) personally
delivered, (ii) sent by facsimile transmission and a confirmation of the transmission is received by the sender, (iii) three
(3) days after being sent by registered or certified mail, return receipt requested, or (iv) one (1) day after being
deposited for overnight delivery with a recognized overnight courier, such as Federal Express or UPS, and addressed or sent,
as the case may be, to the address or facsimile number set forth below or to such other address or facsimile number as such
party may designate in writing.
16. Further
Instruments. The parties agree to
execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and
intent of this Agreement.
-4-
17. Entire
Agreement; Governing Law; Severability; Etc. This Agreement and the Plan constitute the entire agreement of the
parties and supersede in their entirety all prior understandings and agreements of the Company and Grantee with respect to
the subject matter hereof and thereof, and shall be interpreted in accordance with, and shall be governed by, the laws of the
State of Delaware, subject to any applicable federal or state securities laws. Should any provision of this Agreement be
determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable. This Agreement may be executed in two counterparts, each of which shall be deemed to be an
original, and both of which, together, shall constitute the same agreement.
18. Amendment,
Suspension and Termination; Waiver. This Agreement may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Committee; provided, however, that no amendment, modification, suspension
or termination of this Agreement will adversely affect the Award in any material way without the prior written consent of
Grantee. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this
Agreement or to exercise any right or remedy consequent upon a breach thereof will constitute a waiver of any such breach or
any other covenant, duty, agreement, or condition. The waiver by any party of a breach of any covenant, duty, agreement, or
condition of this Agreement by any other party will not operate or be construed as a waiver of any subsequent breach of that
provision or any other provision hereof.
[Remainder of this page intentionally
left blank, signature page follows]
-5-
IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.
REX American Resources Corporation
By:
Edward M. Kress
Secretary
Address and Facsimile Number:
REX American Resources Corporation
7720 Paragon Road
Dayton, OH 45459
Facsimile: (937) 276-8643
GRANTEE:
Address:
-6-
APPENDIX A
PERFORMANCE OBJECTIVE AND PAYOUT CURVE
-7-
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Document And Entity Information
Jun. 10, 2026
Document Information Line Items
Entity Registrant Name
REX AMERICAN RESOURCES CORPORATION
Entity Central Index Key
0000744187
Document Type
8-K
Document Period End Date
Jun. 10, 2026
Entity Incorporation, State or Country Code
DE
Entity File Number
001-09097
Entity Tax Identification Number
31-1095548
Entity Address, Address Line One
7720 Paragon Rd.
Entity Address, City or Town
Dayton
Entity Address, State or Province
OH
Entity Address, Postal Zip Code
45459
City Area Code
937
Local Phone Number
276-3931
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Security Exchange Name
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Period Type:
duration