Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As previously disclosed, on June 24, 2026, a written consent (the "Written Consent") was delivered to the Board of Directors of Alliance Entertainment Holding Corporation, a Delaware corporation (the "Company"), by (i) the Bruce Ogilvie, Jr. Trust dated January 20, 1994, (ii) Jeffrey Walker, the Company's Chief Executive Officer and a member of the Board of Directors of the Company, and (iii) the Ogilvie Legacy Trust dated September 14, 2021 (collectively, the "Majority Stockholders"). Bruce Ogilvie, Executive Chairman and member of the Board of Directors of the Company, is trustee of the Bruce Ogilvie, Jr. Trust dated January 20, 1994. Pursuant to the Written Consent, the Majority Stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation (the "Existing Charter") that would amend and restate the Existing Charter in full (as so amended and restated, the "Third Amended and Restated Certificate of Incorporation").

On July 7, 2026, the Company filed a Definitive Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to the Written Consent, with the Securities and Exchange Commission (the "Information Statement"). Pursuant to Rule 14c-2 under the Exchange Act, the approval of the Third Amended and Restated Certificate of Incorporation could not take effect before July 29, 2026, which is the 21^st day after the Information Statement was first mailed to the Company's stockholders.

On July 29, 2026, the Company filed the Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, which became effective upon filing. The Third Amended and Restated Certificate of Incorporation eliminated the voting rights of the Class E Common Stock except to the extent required by law.

The foregoing description of the Third Amended and Restated Certificate of Incorporation does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Third Amended and Restated Certificate of Incorporation which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.