Business Context and Reporting Period
Company: DOMO, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: July 22, 2026
Reporting Period: Event-based report regarding corporate governance actions taken on July 22, 2026.
On July 22, 2026, the Board of Directors of Domo, Inc. adopted a Tax Benefits Preservation Plan and declared a dividend distribution of preferred stock purchase rights to protect the Company's Net Operating Losses (NOLs) and other tax attributes from limitations under Section 382 of the Internal Revenue Code.
Key Financial Metrics
This filing is a current report regarding a corporate governance event and does not contain financial performance data. The following metrics are not applicable or not provided in this document:
- Revenue, Profit, Cash Flow, Margins: Not provided.
- Debt and Liquidity: Not provided.
- Key Financial Metrics: The filing details the terms of a rights plan, including an exercise price of $17.50 per Right, but does not report operational financial results.
Material Changes Versus Prior Period
The filing reports a material modification to the rights of security holders, specifically the implementation of a "poison pill" mechanism (Tax Benefits Preservation Plan). Key changes include:
- Adoption of Rights Plan: Declaration of one preferred stock purchase right for each outstanding share of Class A and Class B Common Stock.
- Record Date: August 4, 2026.
- Trigger Threshold: The plan is designed to deter any person or group from acquiring beneficial ownership of 4.9% or more of the Company's securities without Board approval.
- Preferred Stock Designation: Authorization of 3,264 shares of Series A Junior Participating Preferred Stock and 500,000 shares of Series B Junior Participating Preferred Stock to support the rights plan.
Guidance, Outlook, Risks, and Contingencies
Management Commentary and Purpose: The Board adopted the plan to prevent an "ownership change" that would substantially limit the Company's ability to utilize its NOLs and tax attributes. The plan is not intended to interfere with mergers or business combinations approved by the Board.
Key Terms and Contingencies:
- Expiration: Rights expire on July 20, 2029, unless redeemed, exchanged, or terminated earlier upon a Board-approved merger or utilization of tax attributes.
- Flip-in Event: If an "Acquiring Person" (owner of 4.9% or more) is identified, rights holders (excluding the Acquiring Person) may purchase stock with a value equal to two times the exercise price ($17.50).
- Flip-over Event: In the event of a merger or asset sale following a Stock Acquisition Date, rights holders may purchase stock of the acquiring company with a value equal to two times the exercise price.
- Redemption: The Company may redeem the rights at $0.001 per Right prior to the tenth day following a Stock Acquisition Date.
Risks: The primary risk addressed is the potential loss of tax asset value due to an ownership change under Section 382. The plan introduces a contingency where rights become exercisable and trade separately only upon the "Distribution Time," triggered by an acquisition attempt.
Important Facts for Investor Verification
- Trigger Threshold: Verify the 4.9% beneficial ownership threshold that activates the rights plan.
- Exercise Price: Confirm the initial exercise price of $17.50 per Right.
- Expiration Date: Note the final expiration date of July 20, 2029.
- Record Date: Confirm the Record Date of August 4, 2026, for eligibility to receive the rights.
- Preferred Stock Details: Review the Certificates of Designation for Series A and Series B Junior Participating Preferred Stock filed as Exhibits 3.1 and 3.2.
- Exemptions: Understand that the Board may grant exemptions to specific transactions if deemed in the best interests of the Company.