{"url_path":"/sec/domo/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1505952/0001104659-26-085819-index.html","accession_number":"0001104659-26-085819","cik":"0001505952","ticker":"DOMO","issuer_name":"DOMO, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1505952/0001104659-26-085819-index.html","primary_entity_key":"0001505952","primary_entity_name":"DOMO, INC."},"word_count":1774,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Asset Purchase Agreement**\n\n \n\nOn July 22, 2026, Domo, Inc., a Delaware\ncorporation (the “Company”), and Progress Software Corporation, a Delaware corporation (“Progress”), entered\ninto an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Progress has agreed to acquire\nsubstantially all of the assets and employees, excluding the Company’s net operating loss (“NOL”) carryforwards,\nand assume certain liabilities of, the Company used in the operation of its business of providing software platforms,\napplications, tools and related technologies for business intelligence, data visualization, reporting and dashboarding, data\nintegration and analytics, embedded and distributed analytics, workflow and process automation, AI-powered data products and AI\nagents, and data governance and data management, in each case delivered on a cloud-based, hosted, on premises or hybrid basis to\nenterprise, commercial and governmental customers (the “AI and Data Platform Business”). The transactions contemplated\nby the Purchase Agreement are collectively referred to as the “Transactions”.\n\n \n\nThe Company’s board of directors unanimously\n(i) determined that the Purchase Agreement and the Transactions are fair to, and in the best interests of, the Company and its stockholders,\n(ii) approved and declared advisable the execution, delivery and performance of the Purchase Agreement and the consummation of the Transactions,\n(iii) directed that the Purchase Agreement and the Transactions be submitted to the Majority Stockholders (as defined below) for approval\nby written consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware, as amended,\nArticle VIII Section 5 of the Amended and Restated Certificate of Incorporation of the Company, Section 2.10 of the Bylaws of the Company,\nand (iv) resolved to recommend that the Company’s stockholders approve this Agreement and the Transactions.\n\n \n\nFollowing execution of the Purchase\nAgreement, on July 22, 2026, the Majority Stockholders (as defined below) executed a stockholder written consent (the “Written\nConsent”) approving and adopting the Purchase Agreement and approving the Transactions. No further approval of the\nstockholders of the Company is required to approve the Purchase Agreement and the Transactions.\n\n \n\nAt the closing of the Transactions (the “Closing”),\nProgress will acquire the AI and Data Platform Business for an aggregate purchase price of approximately\n$400 million, subject to (i) a downward adjustment equal to the amount by which the cash acquired by Progress at Closing is less\nthan $25 million and (ii) an adjustment for indebtedness of the AI and Data Platform Business or the purchased assets that remains\noutstanding and is not repaid at or prior to the Closing (the “Purchase Price”).\n\n \n\nThe Company does not intend to liquidate following\nthe Closing. The Company’s board of directors will evaluate alternatives for the use of cash proceeds from the Transactions. Those\nalternatives are currently expected to include using such cash proceeds to fund, at least in part, the acquisition of assets that will\nallow the Company to potentially derive a benefit from the NOLs and certain other tax attributes, which will be retained by the Company\nas described below.\n\n \n\nThe Purchase Agreement provides that the Company\nwill retain the Company’s NOLs and certain other tax attributes.\nAlso on July 22, 2026, in light of the significance of the NOLs to the Company following the completion of the Transactions, the\nCompany’s board of directors adopted a Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company’s\nability to use the Company’s NOLs and certain other tax attributes to reduce potential future U.S. federal income tax obligations.\nThe terms of the Tax Benefits Preservation Plan are disclosed in a separate Current Report on Form 8-K filed by the Company with the Securities\nand Exchange Commission (the “SEC”) on the date hereof.\n\n \n\nAdditionally, the Purchase Agreement provides\nfor customary “no-shop” restrictions under which the Company has agreed, subject to certain exceptions with respect to unsolicited\nbids, not to directly or indirectly solicit competing proposals or to enter into discussions concerning, or provide confidential information\nin connection with, any unsolicited competing proposals. The Company has also agreed to cease all existing discussions with third parties\nregarding any competing proposals. Notwithstanding the “no-shop” restrictions described above, prior to receipt of the Written\nConsent and subject to the satisfaction of certain other conditions and under certain circumstances specified in the Purchase Agreement,\nthe Company’s board of directors had the right to terminate the Purchase Agreement to enter into a definitive agreement for a superior\nproposal and the Company’s board of directors had the right to change its recommendation in favor of the Transactions.\n\n \n\n2\n\n \n\n \n\nEach of Progress and the Company have made customary\nrepresentations, warranties and covenants in connection with the Transactions. The obligations of Progress and the Company to consummate\nthe Transactions are subject to the satisfaction or waiver of certain customary conditions, including, among other things, the expiration\nor termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the filing\nwith the SEC of an information statement relating to the approval of the Transactions by a requisite majority of stockholders of the Company.\nThere is no financing condition to consummate the Transactions. The Purchase Agreement also provides each of Progress and the Company\nwith customary termination rights.\n\n \n\nThe Company will be required to pay Progress a\ntermination fee equal to $13.5 million (the “Termination Fee”) if the following circumstances are met: (i) the Company terminates\nthe Purchase Agreement due to the Closing not occurring by November 30, 2026 at a time when Progress could have terminated the Purchase\nAgreement due to the Company’s breach of any of its representations, warranties, covenants or agreements under the Purchase Agreement\nin a manner that would result in the failure of a closing condition and its failure to cure such breach within the period specified in\nthe Purchase Agreement; (ii) after the date of the Purchase Agreement but on or before the date of any such termination, a competing proposal\nis announced or disclosed and not withdrawn; and (iii) within eighteen months after the date of such termination, the Company enters into\na definitive agreement with respect to such competing proposal (or publicly approves or recommends that the Company’s stockholders\nor otherwise does not oppose, in the case of a tender or exchange offer, such competing proposal) or the Company consummates such competing\nproposal. The Company will also be required to pay Progress the Termination Fee if the Purchase Agreement is validly terminated by Progress\ndue to any of the following: (i) the Forbearance Agreement (as defined in the Purchase Agreement) has terminated, expired or otherwise\nceased to be in full force and effect (without a replacement or extension on terms reasonably acceptable to Progress then in effect),\nor any forbearance or waiver granted thereunder has ceased to apply; (ii) the administrative agent, the collateral agent or any lender\nunder the Company’s credit agreement has accelerated, or declared due and payable prior to its stated maturity, any indebtedness\nunder the Company’s credit agreement and commences the exercise of any enforcement or other remedies (including foreclosure upon\nor taking possession of any collateral) against the Company, any Transferred Subsidiary, any Purchased Asset or any asset of any Transferred\nSubsidiary (each as defined in the Purchase Agreement); (iii) any Event of Default (as defined in the Credit Agreement) has occurred and\nis continuing that is not subject to forbearance under the Forbearance Agreement; (iv) at any time following delivery of the Written Consent,\nthe approval of the Company’s stockholders (or the Written Consent evidencing the same) has been amended, modified, rescinded, revoked,\nwithdrawn or invalidated; and (v) the Company has breached any of its representations, warranties, covenants or agreements under the Purchase\nAgreement in a manner that would result in the failure of a closing condition and has not cured within the period specified in the Purchase\nAgreement and a Material Adverse Effect (as defined in the Purchase Agreement) has occurred and is continuing at such time. The Company\nwould have been required to pay Progress the Termination Fee if the Purchase Agreement had been validly terminated (i) by Progress if\nthe Majority Stockholders had failed to deliver the Written Consent within the period specified in the Purchase Agreement or if, prior\nto Progress’s receipt of the Written Consent, the Company’s board of directors had changed its recommendation in favor of\nthe Transactions; or (ii) by the Company, if, prior to Progress’s receipt of the Written Consent and subject to other conditions\nspecified in the Purchase Agreement, the Company had terminated the Purchase Agreement to enter into a definitive agreement for a superior\nproposal.\n\n \n\nThe foregoing descriptions of the Purchase Agreement\nand the Transactions do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy\nof which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.\n\n \n\nThe Purchase Agreement contains representations\nand warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties\nwere made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the\nparties in connection with negotiating the terms of the Purchase Agreement. In addition, such representations and warranties: (i) may\nnot be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules;\n(iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have\nbeen used for the purpose of allocating risk among the parties to the Purchase Agreement, rather than establishing matters as facts. Moreover,\ninformation concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which\nsubsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, the representations\nand warranties should not be relied upon as statements of factual information.\n\n \n\n3\n\n \n\n \n\n**Voting and Support Agreement**\n\n \n\nConcurrently with the execution and delivery of\nthe Purchase Agreement, Progress entered into a Voting and Support Agreement (the “Support Agreement”) with stockholders of\nthe Company holding sufficient voting power to approve the Transactions under applicable law and the Company’s organizational documents\n(such stockholders, the “Majority Stockholders”), pursuant to which the Majority Stockholders agreed, among other things,\nto execute and deliver a written consent approving and adopting the Purchase Agreement and the Transactions and to comply with certain\ntransfer and other restrictions with respect to their shares of the Company’s common stock, in each case subject to the terms and\nconditions of the Support Agreement."}