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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): March 6, 2025 (March 4, 2025)
ASGN Incorporated
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35636 | | 95-4023433 |
(State or other jurisdiction
of incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
4400 Cox Road, Suite 110
Glen Allen, Virginia 23060
(Address, including zip code, of Principal Executive Offices)
(888) 482-8068
Registrant’s telephone number, including area code
Not Applicable
(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:
☐ 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 exchange on which registered |
| Common Stock | ASGN | NYSE |
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 3.02. Unregistered Sales of Equity Securities
On March 4, 2025, ASGN Incorporated (the “Company”) completed its previously announced acquisition (the “Acquisition”) of TopBloc Holdings, LLC, a Delaware limited liability company (“TopBloc”).
In connection with the Acquisition, the Company issued to certain shareholders of TopBloc 458,283 shares (the “Aggregate Stock Consideration”) of Company common stock, par value $0.01 per share (“Common Stock”), with an aggregate value of approximately $32.79 million based on the volume-weighted average trading price of Common Stock on the New York Stock Exchange as measured during the ten (10) consecutive trading days ending on February 27, 2025.
The Aggregate Stock Consideration was issued pursuant to exemptions from registration under the Securities Act of 1933 by reason of Section 4(a)(2) thereof.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| | | | | | | | | | | |
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ASGN Incorporated | |
| | | |
| Date: March 6, 2025 | | /s/ Jennifer Hankes Painter | |
| | Jennifer Hankes Painter | |
| | Senior Vice President, Chief Legal Officer and Secretary | |