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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):
July 22, 2026
DOMO,
INC.
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
|
001-38553 |
|
27-3687433 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 802 East 1050 South |
|
|
| American Fork, UT 84003 |
|
84003 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (801) 899-1000
(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(s) |
|
Name
of each exchange on which registered |
| Class
B Common Stock, par value $0.001 per share |
|
DOMO |
|
The Nasdaq Global Market |
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 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On July 22, 2026, Domo, Inc., a Delaware
corporation (the “Company”), and Progress Software Corporation, a Delaware corporation (“Progress”), entered
into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Progress has agreed to acquire
substantially all of the assets and employees, excluding the Company’s net operating loss (“NOL”) carryforwards,
and assume certain liabilities of, the Company used in the operation of its business of providing software platforms,
applications, tools and related technologies for business intelligence, data visualization, reporting and dashboarding, data
integration and analytics, embedded and distributed analytics, workflow and process automation, AI-powered data products and AI
agents, and data governance and data management, in each case delivered on a cloud-based, hosted, on premises or hybrid basis to
enterprise, commercial and governmental customers (the “AI and Data Platform Business”). The transactions contemplated
by the Purchase Agreement are collectively referred to as the “Transactions”.
The Company’s board of directors unanimously
(i) determined that the Purchase Agreement and the Transactions are fair to, and in the best interests of, the Company and its stockholders,
(ii) approved and declared advisable the execution, delivery and performance of the Purchase Agreement and the consummation of the Transactions,
(iii) directed that the Purchase Agreement and the Transactions be submitted to the Majority Stockholders (as defined below) for approval
by written consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware, as amended,
Article VIII Section 5 of the Amended and Restated Certificate of Incorporation of the Company, Section 2.10 of the Bylaws of the Company,
and (iv) resolved to recommend that the Company’s stockholders approve this Agreement and the Transactions.
Following execution of the Purchase
Agreement, on July 22, 2026, the Majority Stockholders (as defined below) executed a stockholder written consent (the “Written
Consent”) approving and adopting the Purchase Agreement and approving the Transactions. No further approval of the
stockholders of the Company is required to approve the Purchase Agreement and the Transactions.
At the closing of the Transactions (the “Closing”),
Progress will acquire the AI and Data Platform Business for an aggregate purchase price of approximately
$400 million, subject to (i) a downward adjustment equal to the amount by which the cash acquired by Progress at Closing is less
than $25 million and (ii) an adjustment for indebtedness of the AI and Data Platform Business or the purchased assets that remains
outstanding and is not repaid at or prior to the Closing (the “Purchase Price”).
The Company does not intend to liquidate following
the Closing. The Company’s board of directors will evaluate alternatives for the use of cash proceeds from the Transactions. Those
alternatives are currently expected to include using such cash proceeds to fund, at least in part, the acquisition of assets that will
allow the Company to potentially derive a benefit from the NOLs and certain other tax attributes, which will be retained by the Company
as described below.
The Purchase Agreement provides that the Company
will retain the Company’s NOLs and certain other tax attributes.
Also on July 22, 2026, in light of the significance of the NOLs to the Company following the completion of the Transactions, the
Company’s board of directors adopted a Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company’s
ability to use the Company’s NOLs and certain other tax attributes to reduce potential future U.S. federal income tax obligations.
The 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
and Exchange Commission (the “SEC”) on the date hereof.
Additionally, the Purchase Agreement provides
for customary “no-shop” restrictions under which the Company has agreed, subject to certain exceptions with respect to unsolicited
bids, not to directly or indirectly solicit competing proposals or to enter into discussions concerning, or provide confidential information
in connection with, any unsolicited competing proposals. The Company has also agreed to cease all existing discussions with third parties
regarding any competing proposals. Notwithstanding the “no-shop” restrictions described above, prior to receipt of the Written
Consent and subject to the satisfaction of certain other conditions and under certain circumstances specified in the Purchase Agreement,
the Company’s board of directors had the right to terminate the Purchase Agreement to enter into a definitive agreement for a superior
proposal and the Company’s board of directors had the right to change its recommendation in favor of the Transactions.
Each of Progress and the Company have made customary
representations, warranties and covenants in connection with the Transactions. The obligations of Progress and the Company to consummate
the Transactions are subject to the satisfaction or waiver of certain customary conditions, including, among other things, the expiration
or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the filing
with the SEC of an information statement relating to the approval of the Transactions by a requisite majority of stockholders of the Company.
There is no financing condition to consummate the Transactions. The Purchase Agreement also provides each of Progress and the Company
with customary termination rights.
The Company will be required to pay Progress a
termination fee equal to $13.5 million (the “Termination Fee”) if the following circumstances are met: (i) the Company terminates
the Purchase Agreement due to the Closing not occurring by November 30, 2026 at a time when Progress could have terminated the Purchase
Agreement due to the Company’s breach of any of its representations, warranties, covenants or agreements under the Purchase Agreement
in a manner that would result in the failure of a closing condition and its failure to cure such breach within the period specified in
the Purchase Agreement; (ii) after the date of the Purchase Agreement but on or before the date of any such termination, a competing proposal
is announced or disclosed and not withdrawn; and (iii) within eighteen months after the date of such termination, the Company enters into
a definitive agreement with respect to such competing proposal (or publicly approves or recommends that the Company’s stockholders
or otherwise does not oppose, in the case of a tender or exchange offer, such competing proposal) or the Company consummates such competing
proposal. The Company will also be required to pay Progress the Termination Fee if the Purchase Agreement is validly terminated by Progress
due to any of the following: (i) the Forbearance Agreement (as defined in the Purchase Agreement) has terminated, expired or otherwise
ceased to be in full force and effect (without a replacement or extension on terms reasonably acceptable to Progress then in effect),
or any forbearance or waiver granted thereunder has ceased to apply; (ii) the administrative agent, the collateral agent or any lender
under the Company’s credit agreement has accelerated, or declared due and payable prior to its stated maturity, any indebtedness
under the Company’s credit agreement and commences the exercise of any enforcement or other remedies (including foreclosure upon
or taking possession of any collateral) against the Company, any Transferred Subsidiary, any Purchased Asset or any asset of any Transferred
Subsidiary (each as defined in the Purchase Agreement); (iii) any Event of Default (as defined in the Credit Agreement) has occurred and
is continuing that is not subject to forbearance under the Forbearance Agreement; (iv) at any time following delivery of the Written Consent,
the approval of the Company’s stockholders (or the Written Consent evidencing the same) has been amended, modified, rescinded, revoked,
withdrawn or invalidated; and (v) the Company has breached any of its representations, warranties, covenants or agreements under the Purchase
Agreement in a manner that would result in the failure of a closing condition and has not cured within the period specified in the Purchase
Agreement and a Material Adverse Effect (as defined in the Purchase Agreement) has occurred and is continuing at such time. The Company
would have been required to pay Progress the Termination Fee if the Purchase Agreement had been validly terminated (i) by Progress if
the Majority Stockholders had failed to deliver the Written Consent within the period specified in the Purchase Agreement or if, prior
to Progress’s receipt of the Written Consent, the Company’s board of directors had changed its recommendation in favor of
the Transactions; or (ii) by the Company, if, prior to Progress’s receipt of the Written Consent and subject to other conditions
specified in the Purchase Agreement, the Company had terminated the Purchase Agreement to enter into a definitive agreement for a superior
proposal.
The foregoing descriptions of the Purchase Agreement
and the Transactions do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy
of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
The Purchase Agreement contains representations
and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties
were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the
parties in connection with negotiating the terms of the Purchase Agreement. In addition, such representations and warranties: (i) may
not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules;
(iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have
been used for the purpose of allocating risk among the parties to the Purchase Agreement, rather than establishing matters as facts. Moreover,
information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which
subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, the representations
and warranties should not be relied upon as statements of factual information.
Voting and Support Agreement
Concurrently with the execution and delivery of
the Purchase Agreement, Progress entered into a Voting and Support Agreement (the “Support Agreement”) with stockholders of
the Company holding sufficient voting power to approve the Transactions under applicable law and the Company’s organizational documents
(such stockholders, the “Majority Stockholders”), pursuant to which the Majority Stockholders agreed, among other things,
to execute and deliver a written consent approving and adopting the Purchase Agreement and the Transactions and to comply with certain
transfer and other restrictions with respect to their shares of the Company’s common stock, in each case subject to the terms and
conditions of the Support Agreement.
Item 7.01 Regulation FD Disclosure.
On July 22, 2026, the Company issued a press
release announcing its entry into the Purchase Agreement and other matters. A copy of the press release is attached hereto as Exhibit
99.2 and incorporated herein by reference into this Item 7.01.
The information in this Item 7.01 (including Exhibit
99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Important Information for Stockholders
The Company will prepare an information statement
on Schedule 14C for its stockholders with respect to the approval of the Transactions. When completed, the information statement will
be mailed to the Company’s stockholders. The Company may be filing other documents with the SEC as well. Stockholders will be able
to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free
of charge on the Company’s internet website at https://domoinvestors.com or by contacting the Company’s Investor Relations
by phone at (801) 899-1000.
Forward-Looking Statements
This Current Report on Form 8-K contains statements
that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act. The Company has identified some of these forward-looking statements with words like “believe,” “may,”
“could,” “would,” “might,” “should,” “expect,” “intend,” “plan,”
“target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning
or the use of future dates. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the
Company’s ability to consummate the Transactions. Risks, uncertainties and other important factors that could cause actual results
to differ from those expressed or implied in the forward-looking statements include: the Company’s ability to close the Transactions,
the expected time of closing or the expected benefits therefrom; uncertainties as to the effects of disruption from the pending disposition
of the AI and Data Platform Business making it more difficult to maintain relationships with employees, licensees, other business partners
or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Progress’
or the Company’s control; transaction costs; actual or contingent liabilities; uncertainties as to whether tax benefits will be
realized. For further information regarding risks and uncertainties associated with the Company’s business, please refer to the
Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended
January 31, 2026, and its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026. The Company undertakes no obligation
to update any forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1 |
|
Asset Purchase Agreement, dated July
22, 2026, by and between Domo, Inc. and Progress Software Corporation.* |
| 99.1 |
|
Voting and Support Agreement, by
and among Cocolalla, LLC, Joshua James and Progress Software Corporation* |
| 99.2 |
|
Press Release issued by Domo, Inc., dated July 22, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline
XBRL document). |
* Schedules and exhibits to this agreement
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules and exhibits
to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
DOMO, INC. |
| |
|
|
| July 22, 2026 |
By |
/s/ Tod Crane |
| |
Name: |
Tod Crane |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT
AGREEMENT (this “Agreement”), dated as of July 22, 2026, is entered into by and among Domo, Inc., a
Delaware corporation (the “Company”), the undersigned stockholders (each, a “Covered Stockholder,”
and collectively, the “Covered Stockholders”), and Progress Software Corporation, a Delaware corporation (“Buyer”).
The Company, Covered Stockholders and Buyer are sometimes referred to individually as a “Party” and, collectively,
as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Purchase Agreement (as defined below).
RECITALS
WHEREAS,
substantially concurrently with the execution and delivery of this Agreement, the Company and the Buyer have entered into an Asset Purchase
Agreement, dated as of the date hereof (the “Purchase Agreement”), providing for, among other things, the sale, conveyance,
transfer, assignment and delivery by the Company to the Buyer of the Purchased Assets, and the assumption by the Buyer of the Assumed
Liabilities, upon the terms and subject to the conditions set forth therein (together with the other transactions contemplated by the
Purchase Agreement, the “Transactions”);
WHEREAS,
as of the date hereof, each Covered Stockholder is the record and beneficial owner of the Existing Shares (as defined below) set forth
opposite such Covered Stockholder’s name on Schedule 1; and
WHEREAS,
as a condition and inducement for the Buyer’s willingness to enter into the Purchase Agreement, the Covered Stockholders, in their
capacities as stockholders of the Company, have agreed to enter into this Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements contained
herein and in the Purchase Agreement, and intending to be legally bound hereby, the Parties agree as follows:
1. Written
Consent; Voting.
(a) Written
Consent. Each Covered Stockholder hereby agrees to execute and deliver to the Company a written consent irrevocably and unconditionally
adopting the Purchase Agreement and approving the Transactions in accordance with Sections 228 and 271 of General Corporation Law of
the State of Delaware (the “DGCL”), in the form attached hereto as Exhibit A (the “Written Consent”),
promptly after, but in any event within one (1) hour of, the execution and delivery of the Purchase Agreement by the Parties thereto.
(b) No
Revocation or Modification. Following the delivery of the Written Consent, no Covered Stockholder may amend, modify, revoke or withdraw
the Written Consent, or take any action to render the Written Consent ineffective or invalid, in each instance, for any reason, without
the prior written consent of the Buyer.
(c) No
Inconsistent Actions. During the Term (as defined below), no Covered Stockholder shall take or agree to take any action that would
or would reasonably be expected to frustrate the purposes of, this Agreement.
(d) Fallback
Vote. Notwithstanding anything to the contrary in this Section 1, if the Written Consent is determined to be invalid,
ineffective or insufficient to constitute the Seller Stockholder Approval, or is revoked by operation of Law, for any reason, then the
each Covered Stockholder shall promptly take all actions reasonably requested by the Buyer to obtain the Seller Stockholder Approval
so long as at such time, the material terms of the Transaction have not changed in any material manner.
2. No
Transfer or Solicitation.
(a) No
Transfer; No Conversion. Each Covered Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement,
such Covered Stockholder shall not, during the Term, without the prior written consent of the Buyer: (i) Transfer (as defined below)
or consent to any Transfer of any or all of the Covered Shares (other than a Transfer of Covered Shares to a bona fide financial institution
pursuant to a bona fide margin loan, pledge agreement or other similar agreement with such financial institution set forth on Schedule
2 to secure any obligations of such Covered Stockholder or its Affiliates under such financing arrangements, the foreclosure by such
financial institution on pledged Covered Shares, and the subsequent Transfer of such Covered Shares by such financial institution (any
such financing, a “Bona Fide Financing”); (ii) convert, exchange or permit the conversion or exchange of, any
shares of Class A Common Stock into shares of Class B Common Stock (or take any other action that would (x) reduce the
voting power attributable to such Covered Stockholder’s shares of Seller Common Stock or (y) otherwise adversely affect the
validity of the Written Consent); (iii) other than pursuant to a Bona Fide Financing upon the foreclosure by such financial institution,
grant any proxy, power-of-attorney or other authorization or consent or execute any written consent, Contract or other binding agreement
in or with respect to any of the Covered Shares (other than the Written Consent or any proxy, power-of-attorney or other authorization
or consent executed and delivered in accordance with this Agreement), with any such prohibited proxy, power-of-attorney or authorization
purported to be granted by such Covered Stockholder being void ab initio; (iv) deposit any of the Covered Shares into a voting
trust or enter into a voting agreement or arrangement with respect to any of the Covered Shares; or (v) take any action that would
restrict, limit or otherwise adversely affect its legal power, authority or right to vote the Covered Shares or otherwise prevent or
materially impair the performance of its obligations under this Agreement. Any attempted Transfer of Covered Shares or attempt to permit
the conversion of Class A Common Stock into Class B Common Stock, or take any action, in violation of this Section 2(a) shall
be null and void.
(b) No
Solicitation. Subject to Section 6.10 of the Purchase Agreement, the Covered Stockholder and their respective Affiliates shall
not (i) solicit, or initiate any inquiries or the making of, any Competing Proposal or (ii) participate in any discussions
or negotiations regarding any Competing Proposal.
3. Additional
Agreements.
(a) Certain
Events. In the event of (x) any dividend, subdivision, reclassification, recapitalization, split, split-up, distribution, combination,
exchange of shares or similar transaction or other change in the capital structure of the Company affecting the Covered Shares or (y) the
acquisition of Additional Owned Shares (as defined below) by a Covered Stockholder, in either instance, (i) the type and number
of Covered Shares shall be adjusted appropriately to reflect the effect of such occurrence and (ii) this Agreement and the obligations
hereunder shall automatically attach to any additional Covered Shares issued to or acquired by a Covered Stockholder. Any such additional
Covered Shares shall thereafter be deemed Covered Shares for all purposes of this Agreement.
(b) Commencement
or Participation in Actions. Each Covered Stockholder hereby agrees not to commence, voluntarily participate or knowingly join in,
and to take all actions necessary to opt out of any class in any class action with respect to, any Action with respect to the Transaction,
including, but not limited to, any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of
this Agreement or the Purchase Agreement, (ii) alleging a breach of any fiduciary duty of the Company or the Board of Directors
of the Company or its members in connection with the Purchase Agreement or the Transactions or (iii) seeking to exercise any statutory
rights (including under Section 262 of the DGCL) to demand appraisal of any Covered Shares that may arise in connection with the
Transactions.
(c) Additional
Owned Shares. Each Covered Stockholder hereby agrees to notify the Buyer promptly in writing of the number and description of any
Additional Owned Shares.
(d) Disclosure;
Cooperation. Each Covered Stockholder (i) consents to and authorizes the Company and the Buyer to publish and disclose in the
Information Statement, any Current Report on Form 8-K and any other documents required to be filed with the SEC with regard to the
Transactions or any other Governmental Entity in connection with the Transactions, such Covered Stockholder’s identity and ownership
of the Covered Shares and the nature of its commitments, arrangements and understandings under this Agreement, and to file this Agreement
as an exhibit to any such filing if required or otherwise requested by Buyer, and (ii) agrees to promptly give to the Company or
the Buyer any information that the Company or the Buyer may reasonably require for the preparation of any such disclosure documents.
Each Covered Stockholder agrees to promptly notify the Company and the Buyer of any required corrections with respect to any information
supplied by it specifically for use in any such disclosure document, if and to the extent that such information shall become false or
misleading in any material respect.
(e) No
Agreement as Director or Officer. Notwithstanding anything to the contrary in this Agreement, no Covered Stockholder makes any agreement
or understanding in this Agreement in any capacity as a director or officer of the Company (if such Covered Stockholder or any of its
Affiliates, employees or designees holds such office), and nothing in this Agreement shall be construed to prohibit, limit or restrict
any such Person from exercising such Person’s fiduciary duties as a director or officer of the Company.
(f) Reliance.
Each Covered Stockholder acknowledges and agrees that the Buyer is entering into the Purchase Agreement in reliance upon such Covered
Stockholder’s execution and delivery of this Agreement and the representations, warranties, covenants and agreements of such Covered
Stockholder contained herein.
(g) Waiver
of Appraisal Rights. Each Covered Stockholder hereby waives, and agrees not to assert or perfect, any rights of appraisal or rights
to dissent from the Transactions that such Covered Stockholder may have by virtue of ownership of the Covered Shares, including under
Section 262 of the DGCL.
4. Representations
and Warranties of the Covered Stockholders. Each Covered Stockholder represents and warrants to the Buyer that, as of the date hereof:
(a) Title;
Ownership of Shares. Such Covered Stockholder is the sole record and beneficial owner of the Existing Shares. The Existing Shares
constitute all of the Seller Common Stock owned of record or beneficially by such Covered Stockholder on the date hereof. Except as set
forth on Schedule 1 hereto, the Covered Stockholder does not own any options, warrants, convertible securities, rights to acquire
Seller Common Stock or other equity interests in the Company. Such Covered Stockholder has the power to execute and deliver the Written
Consent with respect to all of its Covered Shares, and, except as set forth on Schedule 2 or as contemplated, permitted or required
by this Agreement, (i) none of the Covered Shares are subject to any voting trust or other arrangement with respect to the voting
of the Covered Shares, and (ii) the Covered Shares (and the certificates representing such Covered Shares, if any) are now free
and clear of any and all Liens whatsoever on title, or restrictions on transfer (other than under applicable securities Laws, the Company’s
Organizational Documents and as created by this Agreement).
(b) Organization
and Qualification. In the case of the Covered Stockholder that is not an individual, such Covered Stockholder is a limited liability
company duly formed, validly existing and in good standing under the Laws of the State of Utah.
(c) Authority.
Such Covered Stockholder has all necessary power and authority and has taken all action necessary in order to execute and deliver this
Agreement and perform all of such Covered Stockholder’s obligations under this Agreement and consummate the transactions contemplated
hereby, and no other proceedings or actions on the part of such Covered Stockholder or its members or managers or other governing body
or Person are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions
contemplated hereby.
(d) Due
Execution and Delivery. This Agreement has been duly executed and delivered by such Covered Stockholder and, assuming due authorization,
execution and delivery of this Agreement by the Buyer, constitutes a legal, valid and binding obligation of such Covered Stockholder,
enforceable against such Covered Stockholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless
of whether such enforceability is considered in a proceeding at Law or in equity).
(e) No
Conflicts. Neither the execution and delivery of this Agreement by such Covered Stockholder, nor the performance by such Covered
Stockholders of its obligations hereunder, nor the consummation of the transactions contemplated hereby will (i) conflict with or
violate any provision of the Organizational Documents of a Covered Stockholder, in the case of the Covered Stockholder that is not an
individual, (ii) violate any applicable Law, or (iii) result in any breach of, constitute a default under, or require any consent
under, any Contract binding upon such Covered Stockholder or its properties.
(f) Consents.
No consent, approval, authorization or filing with any Governmental Entity or any other Person is required in connection with the execution,
delivery and performance of this Agreement by such Covered Stockholder, except for such consents, approvals, authorizations or filings
the failure of which to obtain or make would not adversely affect the ability of such Covered Stockholder to perform its obligations
hereunder.
(g) Litigation.
There is no Action pending or, to the knowledge of such Covered Stockholder, threatened against such Covered Stockholder that would reasonably
be expected to impair the ability of such Covered Stockholder to perform its obligations under this Agreement.
5. Representations
and Warranties of the Company. The Company represents and warrants to the Buyer and each Covered Stockholder that, as of the date
hereof:
(a) Authority.
The Company has all necessary corporate power and authority and has taken all action necessary in order to execute and deliver this Agreement
and perform all of its obligations under this Agreement and consummate the transactions contemplated hereby, and no other proceedings
or actions on the part of the Company or its board of directors or other Person are necessary to authorize the execution, delivery or
performance of this Agreement or the consummation of the transactions contemplated hereby.
(b) No
Conflict. None of the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions
contemplated hereby or compliance by the Company with any of the provisions hereof will conflict with or result in a breach, or constitute
a default (with or without notice or lapse of time or both) under, any provision of the Company’s Organizational Documents or any
Contract, Law or Order applicable to the Company.
(c) Consents.
No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the
part of the Company is required in connection with the valid execution, delivery and performance of this Agreement, other than any filings
required under the Exchange Act in connection with the Information Statement.
(d) Litigation.
There is no Action pending or, to the knowledge of the Company, threatened against the Company that would reasonably be expected to impair
or adversely affect the Company’s ability to perform its obligations under this Agreement.
(e) Due
Execution and Delivery. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution
and delivery of this Agreement by the Buyer and the Covered Stockholders, constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization
or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless of whether such enforceability
is considered in a proceeding at Law or in equity).
6. Representations
and Warranties of the Buyer. The Buyer represents and warrants to the Company and each Covered Stockholder that, as of the date hereof:
(a) Organization
and Qualification. The Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of
Delaware.
(b) Authority.
The Buyer has the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions contemplated hereby, and no other proceedings or actions on the
part of the Buyer or its board of directors or other Person are necessary to authorize the execution, delivery or performance of this
Agreement or the consummation of the transactions contemplated hereby.
(c) No
Conflict. None of the execution and delivery of this Agreement by the Buyer, the consummation by the Buyer of the transactions contemplated
hereby or compliance by the Buyer with any of the provisions hereof will conflict with or result in a breach, or constitute a default
(with or without notice or lapse of time or both) under, any provision of the Buyer’s Organizational Documents or any Contract,
Law or Order applicable to the Buyer.
(d) Consents.
No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other Person on the
part of the Buyer is required in connection with the valid execution, delivery and performance of this Agreement.
(e) Due
Execution and Delivery. This Agreement has been duly executed and delivered by the Buyer, constitutes a legal, valid and binding
obligation of the Buyer, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies (regardless
of whether such enforceability is considered in a proceeding at Law or in equity).
7. Termination.
(a) Term.
The term (the “Term”) of this Agreement shall commence on the date hereof and shall immediately terminate upon the
earliest of, without the need for any further action by any Person: (i) the mutual written agreement of the Parties; (ii) the
consummation of the Closing; (iii) the valid termination of the Purchase Agreement in accordance with its terms; (iv) any amendment
to any of the material terms of the Purchase Agreement effected without each Covered Stockholder’s prior written consent; and (v) a
Change in Recommendation by the Board of Directors of the Company prior to the delivery of the Written Consent to Buyer.
(b) Survival
of Certain Provisions.
(i) Section 3(d),
this Section 7 and Section 8 shall survive any termination of this Agreement.
(ii) Notwithstanding
anything to the contrary herein, no termination of this Agreement shall relieve any Party from any liability for any breach of this Agreement
occurring prior to such termination.
8. Miscellaneous.
(a) Notices.
All notices, requests and other communications to any Party under, or otherwise in connection with, this Agreement shall be in writing
and shall be deemed to have been duly given (i) when delivered, if delivered in person; (ii) when transmitted, if transmitted
by electronic mail (“e-mail”), except that, if such e-mail is transmitted after 5:00 p.m. local time at the place
of receipt on a Business Day, or on a day that is not a Business Day, such notice shall be deemed to have been duly given on the next
Business Day (provided no “bounce back” or other notice of non-delivery is received by the sender); or (iii) one (1) Business
Day after deposit with a national overnight courier providing proof of delivery, in each case addressed as follows:
if to the Buyer, to:
Progress Software Corporation
15 Wayside Road, Suite 400
Burlington, Massachusetts 01803
| | Attention: | YuFan
Stephanie Wang |
| | E-mail: | [***] |
with a copy (which will not constitute
notice) to:
DLA Piper LLP (US)
1251 Avenue of the Americas,
27th Floor
New York, NY 10020
| | Attention: | Jon
Venick |
| | Email: | jon.venick@us.dlapiper.com |
if to the Company, to:
Domo, Inc.
802 East 1050 South
American Fork, UT 84003
| | Attention: | Alexis
Coll |
| | E-mail: | [***] |
with a copy (which will not constitute
notice) to:
Goodwin Procter LLP
620 Eighth Avenue
New York, NY 10018
| | Attention: | Joshua
M. Zachariah
Richard E. Schwartz
Jean A. Lee |
| | E-mail: | jzachariah@goodwinlaw.com
richardschwartz@goodwinlaw.com
jeanlee@goodwinlaw.com |
if to any Covered Stockholder, to:
Joshua James
5513 W 11000 N, #301
Highland, UT 84003
with a copy (which will not constitute
notice) to:
Morris, Nichols, Arsht &
Tunnell LLP
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899
| | Attention: | Kyle
Pinder |
| | E-mail: | kpinder@morrisnichols.com |
Any Party may change its address for the purpose
of this Section 8(a) by giving the other Parties written notice of its new address in the manner set forth above.
(b) Interpretation.
(i) When
a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference will be to a Section of, or Exhibit or
Schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and
will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.”
The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words
of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.
All references to “$” or dollar amounts will be to the lawful currency of the United States. References to “days”
shall mean calendar days unless expressly stated to be Business Days. Any reference in this Agreement to a date or time shall be deemed
to be such date or time in New York, New York, unless otherwise specified. Unless the context otherwise requires, (A) “or”
is disjunctive but not necessarily exclusive, (B) words in the singular include the plural and vice versa, and (C) the use
in this Agreement of a pronoun in reference to a Party hereto includes the masculine, feminine or neuter, as the context may require.
(ii) The
Parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent
or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof
will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
(c) Captions.
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
(d) Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received counterparts
hereof signed by all of the other Parties hereto.
(e) Entire
Agreement; Third Party Beneficiaries. This Agreement (including the schedules and exhibits referred to in this Agreement) (i) constitutes
the entire agreement and supersedes and cancels all prior and contemporaneous agreements and understandings, both written and oral, express
or implied, among the Parties with respect to the subject matter of this Agreement and (ii) is not intended to, and does not, confer
upon any Person any rights or remedies hereunder other than the Parties and their respective successors and permitted assigns.
(f) Amendment;
Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed
(i) in the case of an amendment, by the Buyer, the Company and each Covered Stockholder; provided, however, that,
after delivery of the Written Consent, no amendment may be made to this Agreement that, by Law, would require the further approval or
consent of the Company’s stockholders without obtaining such further approval or consent, and (ii) in the case of a waiver,
by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
(g) Governing
Law; Venue; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the State of Delaware. EACH PARTY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DETERMINES
THAT IT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH MATTER, THE SUPERIOR COURT OF THE STATE OF DELAWARE OR THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA LOCATED IN THE STATE OF DELAWARE, IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATES TO
THIS AGREEMENT OR THE TRANSACTIONS, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS THAT IT IS NOT SUBJECT PERSONALLY TO JURISDICTION IN THE ABOVE NAMED COURTS
OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS, THAT VENUE THEREOF MAY NOT
BE APPROPRIATE, OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, OR THAT THE ACTION, SUIT OR PROCEEDING WAS BROUGHT
IN AN INCONVENIENT FORUM, AND EACH PARTY IRREVOCABLY AGREES THAT SUCH PARTY WILL NOT BRING ANY SUCH ACTION IN ANY COURT OTHER THAN THE
COURTS DESCRIBED ABOVE. EACH PARTY AGREES THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION, SUIT OR PROCEEDING
IN THE MANNER PROVIDED IN SECTION 8(a) OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT
SERVICE THEREOF, AND EACH PARTY WAIVES ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR
ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS SECTION 8(g). EACH PARTY ACKNOWLEDGES AND AGREES THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH
SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO
ENTER THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 8(g).
(h) Affiliate
Liability. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to
this Agreement or the transactions contemplated by this Agreement may only be brought against, the Parties and then only with respect
to the specific obligations set forth herein with respect to such Party. No past, present or future director, officer, employee, member,
manager, partner, Affiliate, agent or other Representative of any Party (each a, “Related Party”) shall have any personal
liability or personal obligation to any other Party of any nature whatsoever in connection with or under this Agreement or the Transactions,
including with respect to any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities
of or made under this Agreement or in respect of any oral representations made or alleged to have been made in connection herewith and
each Party hereby waives and releases all claims of any such liability and obligation against the foregoing Persons of each other Party;
provided, however, that nothing in this Section 8(h) shall limit, waive or release the liability of (x) any
Covered Stockholder or the Buyer for their respective obligations under this Agreement or (y) any Person for Fraud concerning the
Purchase Agreement. Each Party acknowledges and agrees that none of the Parties, nor their respective Related Parties, has made, and
that such acknowledging Party has not relied upon, any representation related to the matters contemplated by this Agreement, except as
set forth in Section 4, Section 5 or Section 6 hereof, as applicable.
(i) Assignment.
Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the Parties hereto (whether
by operation of Law or otherwise) without the prior written consent of the other Parties, except that the Buyer may assign or transfer
its rights, but not its obligations, under this Agreement, in whole or in part, to any Affiliate of the Buyer; provided that no
assignment by Buyer under this Section 8(i) shall relieve Buyer of its obligations under this Agreement. Any attempt
to assign in violation of the foregoing will be null and void. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the Parties hereto and their respective permitted successors and assigns.
(j) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to
be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the Transactions
is not affected in any manner materially adverse to any Party. Upon such a determination, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order
that the Transactions be consummated as originally contemplated to the greatest extent possible.
(k) No
Ownership Interest. Nothing contained in this Agreement shall be deemed, upon execution, to vest in Buyer any direct or indirect
ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating
to the Covered Shares shall remain vested in and belong to the applicable Covered Stockholder, and Buyer shall have no authority to manage,
direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power
or authority to direct the Covered Stockholders in the voting of any of the Covered Shares.
(l) Certain
Definitions. For the purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to them in the Purchase Agreement. Certain other terms have the meanings ascribed to them below or elsewhere in this
Agreement.
(i) “Additional
Owned Shares” means all shares of Seller Common Stock that are owned of record and beneficially by a Covered Stockholder and
acquired after the date hereof.
(ii) “Affiliate”
has the meaning set forth in the Purchase Agreement; provided, however, that for purposes of this Agreement, none of the
Company or its Subsidiaries (or any of their respective officers or directors) shall constitute an Affiliate of the Covered Stockholders.
(iii) “beneficial
ownership” (and related terms such as “beneficially owned” or “beneficial owner”) has the meaning set
forth in Rule 13d-3 under the Exchange Act.
(iv) “Covered
Shares” means the Existing Shares and Additional Owned Shares.
(v) “Existing
Shares” means the shares of Seller Common Stock that are beneficially owned by a Covered Stockholder as of the date hereof,
as set forth on Schedule 1 hereto.
(vi) “Transfer”
means, with respect to a Covered Share, the transfer, pledge, hypothecation, encumbrance, assignment or other disposition (whether by
sale, merger, consolidation, liquidation, dissolution, dividend, distribution or otherwise) of such Covered Share or the beneficial ownership
thereof, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, “Transfer”
shall have a correlative meaning.
(m) Remedies.
The Parties agree that irreparable damage, for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that any provision of this Agreement were not performed in accordance with its specified terms or were otherwise breached.
Accordingly, the Parties acknowledge and agree that (i) each Party shall be entitled to an injunction or injunctions, specific performance
or other equitable relief, without proof of damages, to prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement in the courts described in Section 8(g), in addition to any other remedy to which such Party
is entitled at law or in equity, and (ii) the right of specific performance is an integral part of the Transactions and, without
that right, none of the Buyer or any Covered Stockholder would have entered into this Agreement. Each Party agrees that it will not oppose
the granting of an injunction, specific performance or other equitable relief on the basis that the other Party has an adequate remedy
at law or that any such remedy is not an appropriate remedy for any reason at Law or in equity. Each Party further acknowledges and agrees
that the obligations contained herein are material and that any breach thereof would result in irreparable harm to the other Parties.
No Party shall be required to provide any bond or other security in connection with any such order or injunction.
(n) Electronic
Signatures. A signature page to this Agreement, the agreements referred to herein, and each other agreement or instrument entered
into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, that contains a copy
of a Party’s signature and that is sent by such Party or its agent with the apparent intention (as reasonably evidenced by the
actions of such Party or its agent) that it constitute such Party’s execution and delivery of this Agreement or any such other
document, including a document sent by means of electronic transmission in portable document format (“pdf”), will be treated
in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. No Party hereto or to any such agreement or instrument will raise the
use of electronic transmission in pdf to deliver a signature or the fact that any signature or agreement or instrument was transmitted
or communicated through the use of electronic transmission in pdf as a defense to the formation or enforceability of a contract and each
such Party forever waives any such defense.
[SIGNATURES ON FOLLOWING PAGES.]
IN WITNESS WHEREOF, the Parties
have caused this Agreement to be duly executed as of the day and year first above written.
| |
COVERED STOCKHOLDERS: |
| |
|
| |
COCOLALLA, LLC |
| |
|
| |
By: |
/s/ Joshua G. James |
| |
Name: Joshua G. James |
| |
Title: Managing Director |
| |
|
| |
/s/ Joshua G. James |
| |
Joshua G. James |
| |
|
| |
COMPANY: |
| |
|
| |
DOMO, INC. |
| |
|
| |
By: |
/s/ Joshua G. James |
| |
Name: Joshua G. James |
| |
Title: Founder and Chief Executive Officer |
| |
|
| |
BUYER: |
| |
|
| |
PROGRESS SOFTWARE CORPORATION |
| |
|
| |
By: |
/s/ Yogesh Gupta |
| |
Name: Yogesh Gupta |
| |
Title: Chief Executive Officer |
Signature Page to Voting
and Support Agreement
Exhibit 99.2
Domo
Announces Agreement to Sell Substantially All Assets and Certain Liabilities to Progress Software for $400 Million
Domo
to remain a publicly-listed corporation, under a new name and ticker, preserving more than $900 million of net operating loss carryforwards
and certain retained assets
Progress Software Corporation to acquire and operate Domo’s
AI and data platform
Domo’s Board of Directors unanimously approves transaction
following a thorough strategic alternatives review process
SILICON SLOPES, Utah — July 22, 2026 — Domo, Inc.
(NASDAQ: DOMO) (“Domo” or the “Company”) today announced that its Board of Directors has unanimously approved
a definitive agreement under which Progress Software Corporation (NASDAQ: PRGS) (“Progress”) will acquire substantially all
of the assets and employees, excluding the Company’s net operating loss (“NOL”) carryforwards, and assume certain liabilities
of the Company for $400 million in cash, subject to customary purchase price adjustments. At the closing of the transaction, the Company
will have net cash of approximately $246 million, or $4.84 per share, representing an 81% premium to the 30-day volume weighted average
price, as well as more than $900 million of NOL carryforwards.
Following the closing of the transaction, Domo’s operating business
and platform will become part of Progress. Progress expects to continue serving Domo customers and supporting the Domo technology platform,
while bringing additional scale, resources, and enterprise software expertise to its ongoing development. Until the transaction closes,
Domo and Progress will continue to operate as separate companies, and Domo will continue to serve customers and operate in the ordinary
course of business.
After the closing of the transaction, Domo, Inc., the Delaware
holding company, will change its name and ticker and remain a separate publicly-listed entity with limited operating expenses and a debt-free
balance sheet. The Board intends to use the proceeds from the transaction to identify opportunities to monetize its NOLs. It will consider
potential transactions where the company can employ its expertise in AI and automation to enhance profitability as well as options to
return capital to shareholders. The Company will continue to be led by Founder and Chief Executive Officer Josh James and its Board of
Directors.
“After a comprehensive review of strategic alternatives, with
the assistance of our outside financial and legal advisors, the Board determined that the proposed sale of Domo’s business to Progress
represents the best path forward for Domo’s stockholders,” said Carine Clark, Chair of Domo’s Board of Directors. “This
transaction is designed to deliver value for stockholders while preserving Domo’s significant tax attributes and providing the Domo
platform with resources and scale for its next chapter with Progress.”
“Domo has always been about helping organizations put data to
work in ways that create real business value,” said Josh James, Founder and CEO of the Company. “I am deeply grateful to the
employees who built this company, supported our customers, and kept pushing the platform forward through every stage of our journey. Their
work created the opportunity that brought us to this moment. I believe Progress can provide a strong, long-term home for Domo’s
business and help extend the impact of what our team has built.”
“Domo’s technology brings together data integration, governed
analytics, automation, and AI-powered data products in a way that helps customers move faster with trusted data,” said Yogesh Gupta,
President and CEO of Progress Software. “Progress’ entire product portfolio is about delivering context and control for reliable,
secure, and cost-effective AI and this acquisition will further strengthen our ability to do so.”
Transaction Details
Under the terms of the definitive agreement, Progress will acquire
substantially all of the assets and assume certain liabilities of Domo, Inc., including its operating business, technology platform,
customer contracts, employees, intellectual property, vendor relationships, foreign subsidiaries, and other assets and obligations related
to the business. Mr. James, as the Company’s controlling shareholder, executed an irrevocable consent providing shareholder
approval of the transaction.
At closing of the transaction, Domo will pay off its existing credit
facility in full.
The transaction is expected to close prior to the end of the fiscal
year for Progress (November 30, 2026), subject to the receipt of required regulatory approvals and other customary closing conditions.
The transaction is not subject to a financing condition.
Tax Benefits Preservation Plan
In connection with the transaction, Domo has adopted a tax benefits
preservation plan designed to protect the Company’s ability to use its net operating loss carryforwards of more than $900 million
and certain other tax attributes. The plan is intended to reduce the likelihood of an “ownership change” under Section 382
of the Internal Revenue Code, which, if unsuccessful, could substantially limit the Company’s ability to use its tax attributes.
Advisors
Jefferies LLC is serving as the exclusive financial advisor to Domo,
and Goodwin Procter LLP is serving as legal counsel. Citi is serving as the exclusive financial advisor for Progress on this transaction,
and DLA Piper LLP (US) is serving as its legal counsel.
About Domo
Domo is an AI and Data Products platform that helps companies of all
sizes leverage data and AI to drive value in today’s data-driven world. Built around our customers’ preferred data foundation,
powered by our award-winning Domo.AI solution, and enriched with our partner ecosystem, the Domo platform enables users to prepare, visualize,
automate, distribute, and build end-to-end data products that provide solutions across the entire data journey. From hydrating your data
foundation, to building fully embedded applications that can be shared with your employees and customers, to deploying AI models across
a variety of providers, Domo gives users the ability to build data products that generate measurable value for the business.
For more information, visit www.domo.com. You can also follow
Domo on LinkedIn, X, and Facebook.
About Progress Software
Progress Software (Nasdaq: PRGS) provides the context and control
organizations need to reliably extract value from AI — context drawn from an organization's data, content and workflows,
and control over the security, governance and cost of their AI initiatives. Learn how hundreds of thousands of businesses,
powering the work of tens of millions of professionals worldwide, realize value from trusted, enterprise-ready AI at www.progress.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements of our CEO, Chair, and others,
statements regarding competitive positions, statements regarding our tax attributes, tax benefits preservation plan, assets, net cash,
debt, operating expenses, profitability, future plans and strategies, leadership, opportunities and alternatives for the use of proceeds
and retained assets, return of capital to stockholders, and statements regarding the timing and outcomes of the transaction. Forward-looking
statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results
to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results
predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties
that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under
the caption "Risk Factors" and elsewhere in our filings with the SEC, including, without limitation, the Annual Report
on Form 10-K filed with the SEC on April 16, 2026 and subsequent filings with the SEC. All information provided in this release
and in the attachments is as of the date hereof, and we undertake no duty to update this information unless required by law.
Important Information for Stockholders
Domo will prepare an information statement on Schedule 14C for its
stockholders with respect to the approval of the transaction described herein. When completed, the information statement will be mailed
to Domo’s stockholders of record as of July 22, 2026. Domo may be filing other documents with the SEC as well. Stockholders
will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Domo through
the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Domo will be available
free of charge on Domo’s internet website at https://domoinvestors.com or by contacting Domo’s Investor Relations
by phone at (801) 899-1000.
###
Media
Contacts:
Domo
Contact
Cory Edwards
VP Corporate Communications
PR@domo.com
Investor Contact
Cameron Janke
VP Finance
IR@domo.com
Domo is a registered trademark of Domo, Inc. Any other names
contained herein may be trademarks of their respective owners.
