Business Context and Reporting Period
Company: DOMO, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: July 22, 2026
Event: Entry into a Material Definitive Agreement (Asset Purchase Agreement) with Progress Software Corporation.
Key Financial Metrics and Transaction Terms
- Purchase Price: Approximately $400 million for the "AI and Data Platform Business."
- Price Adjustments: Subject to a downward adjustment if cash acquired by Progress is less than $25 million and adjustments for outstanding indebtedness.
- Termination Fee: $13.5 million payable by Domo under specific conditions (e.g., breach, superior proposal, or failure to close by November 30, 2026).
- Assets Retained: Domo will retain Net Operating Loss (NOL) carryforwards and certain other tax attributes.
- Financial Statements: This filing does not provide revenue, profit, cash flow, or margin data for the reporting period.
Material Changes and Transaction Structure
On July 22, 2026, Domo entered into an agreement to sell substantially all assets and employees related to its AI and Data Platform Business to Progress Software Corporation. The business includes software platforms for business intelligence, data visualization, analytics, and AI agents. The Company's Board of Directors unanimously approved the transaction, and Majority Stockholders executed a written consent to adopt the agreement. No further stockholder approval is required.
Outlook, Management Commentary, and Risks
- Post-Closing Strategy: Domo does not intend to liquidate. The Board plans to evaluate alternatives for the cash proceeds, potentially including acquiring assets to utilize retained NOLs.
- Tax Benefits Preservation: A Tax Benefits Preservation Plan was adopted to protect the ability to use retained NOLs to reduce future tax obligations.
- Restrictions: The agreement includes "no-shop" provisions, though the Board retained limited rights to terminate for a superior proposal prior to the receipt of the Written Consent.
- Risks: Risks include the ability to consummate the transaction, disruption to employee and partner relationships, transaction costs, and uncertainties regarding the realization of tax benefits.
Investor Verification Checklist
- Verify the final purchase price adjustments regarding cash levels and outstanding debt at closing.
- Confirm the status of the Hart-Scott Rodino Antitrust waiting period and other closing conditions.
- Review the separate Form 8-K regarding the specific terms of the Tax Benefits Preservation Plan.
- Monitor the Company's plan for utilizing cash proceeds to acquire assets that can leverage retained NOLs.
- Check for any competing proposals or changes in the Board's recommendation prior to the November 30, 2026, long-stop date.