Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On December 31, 2021, Party City Holdco Inc. (the "Company") and Party City Holdings Inc. ("Holdings") entered into an amendment (the "Amendment") to the Amended and Restated Employment Agreement with James M. Harrison, dated March 11, 2020, pursuant to which Mr. Harrison served as the Vice Chairman of the Company and Holdings for an initial employment period through December 31, 2021.

Pursuant to the Amendment, the parties agreed to end such employment as of the initial employment period and further agreed that Mr. Harrison would continue serving on the Board of Directors of the Company (the "Board") as a non-employee director through the remainder of his term ending at Holdco's annual meeting of stockholders in 2022 (the "Annual Meeting"). Accordingly, Mr. Harrison's employment as Vice Chairman of the Company and Holdings ended effective December 31, 2021, and Mr. Harrison will remain on the Board at least until the expiration of his current term at the Annual Meeting. Effective January 1, 2022, Mr. Harrison will receive pro rata cash and equity compensation for his service as a member of the Board through the Annual Meeting in accordance with the Company's non-employee director compensation policy.

The foregoing is a summary description of the material terms of the Amendment and is qualified in its entirety by reference to the copy of such Amendment filed as Exhibit 10.2 hereto.

Item 9.01 Financial Statements and Exhibits




(d) Exhibit



10.1†       Amended and Restated Employment Agreement among Party City Holdings
          Inc., Party City Holdco Inc. and James M. Harrison, dated March 11, 2020
          (incorporated by reference to Exhibit 10.2 of Party City Holdco Inc.'s
          Annual Report on Form 10-K filed with the Securities and Exchange
          Commission on March 12, 2020)

10.2†*      First Amendment to Amended and Restated Employment Agreement among
          Party City Holdings Inc., Party City Holdco Inc. and James M. Harrison,
          dated December 31, 2021

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

† Management contract of compensatory plan or arrangement




* Filed herewith




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