Meridianlink Inc SEC Filings

Laurence E. Katz, CEO and President of MeridianLink, Inc. (MLNK), reported transactions dated 10/01/2025 related to restricted stock units (RSUs). On that date 62,770 shares were issued to Mr. Katz pursuant to an RSU grant at no cash cost, increasing his beneficial ownership to 1,300,193 shares. To satisfy tax withholding on the vesting, the issuer withheld and disposed of 49,021 shares at $19.93 per share, leaving reported beneficial ownership of 1,251,172 shares after the withholding. The filing states 6.25% of the RSU award vested on 10/01/2025, with the remaining 93.75% scheduled to vest in 15 equal quarterly installments beginning the first day of the calendar quarter following 10/01/2025, subject to continued service.

Nicolaas Vlok, identified as a Director and former Chief Executive Officer of MeridianLink, Inc. (MLNK), reported a transaction dated 10/01/2025. The issuer withheld 107,777 shares to satisfy the reporting person’s tax withholding obligation upon the vesting of restricted stock units at a per‑share price of $19.93. After the withholding, the reporting person’s direct beneficial ownership is reported as 1,135,477 shares and an additional 29,810 shares are held indirectly by the Vlok Family Trust (dated March 17, 2009), of which the reporting person and spouse are co‑trustees and share voting and dispositive power. The Form 4 was signed on behalf of the reporting person by an attorney‑in‑fact on 10/03/2025.

MeridianLink, Inc. (MLNK) has entered into an Agreement and Plan of Merger with ML Holdco, LLC and ML Merger Sub under which each outstanding share (other than excluded or appraisal shares) will be converted into $20.00 in cash at the Effective Time. The Board unanimously recommends stockholders vote FOR the Merger Proposal and an Adjournment Proposal. As of the Record Date (September 9, 2025) 73,874,652 shares were outstanding and supporting stockholders representing ~55% of voting power have signed support agreements. ML Holdco estimates required funding of ~$2.39 billion through ~$1.03 billion equity and ~$1.36 billion debt commitments. If approved, Company stock will be delisted from the NYSE and deregistered under the Exchange Act. The Merger will be taxable to U.S. holders and appraisal rights are available under Delaware law. One lawsuit has been filed alleging misrepresentations relating to the proxy.

Olmeta Elias, Chief Financial Officer of MeridianLink, Inc. (MLNK), reported a transaction on 08/26/2025 related to vested restricted stock units. The filing shows 27,701 shares were disposed at a price of $19.88 per share; the filing explains these shares were withheld by the issuer to satisfy tax withholding upon RSU vesting. After the transaction, the reporting person beneficially owned 512,603 shares. The Form 4 was submitted by one reporting person and signed by an attorney-in-fact, Kayla Dailey, on 08/27/2025.

MeridianLink, Inc. reported net revenues of $84.6 million for the quarter ended June 30, 2025, up from $78.7 million a year earlier, and $166.1 million for the six months, up from $156.5 million. Gross profit for the quarter was $57.1 million. Operating income returned to positive territory at $5.2 million for the quarter and $8.8 million year-to-date, compared with operating losses in the prior-year periods.

Net loss narrowed to $3.0 million for the quarter and $7.7 million for the six months. The company held $91.1 million of cash and cash equivalents and had long-term debt, net of issuance costs, of $463.1 million with an effective term loan rate of 7.12%. Deferred revenue increased to $30.1 million. The board authorized a $129.5 million repurchase program; management repurchased 3.135 million shares for $53.1 million this quarter with $76.4 million remaining. Subsequent to the period, the company entered a Merger Agreement to be acquired for $20.00 per share, subject to stockholder and regulatory approvals.

MeridianLink, Inc. announced that it issued a press release reporting its financial results for the second quarter ended June 30, 2025, and furnished that press release as Exhibit 99.1 to this Current Report on Form 8-K. The company states that the information in Items 2.02 and 7.01, including Exhibit 99.1, is furnished (and not "filed") under the Exchange Act and is not incorporated by reference in other filings except by specific reference. This 8-K itself does not include the text of the financial results; the press release (Exhibit 99.1) contains the full numbers and commentary.

MeridianLink entered into a definitive Agreement and Plan of Merger on August 11, 2025, under which ML Holdco, LLC will acquire the company and MeridianLink will become a wholly owned subsidiary. At the Effective Time, each outstanding share of Company common stock (other than excluded or appraisal shares) will be converted into the right to receive $20.00 in cash per share and the Board unanimously approved the Merger Agreement. In‑the‑money options will vest and be cashed out for the difference between the $20.00 price and the exercise price; options with exercise prices at or above $20.00 will be cancelled for no consideration. Vested RSUs will be cashed out at $20.00 per share and unvested RSUs will be replaced by cash replacement amounts that vest subject to continued service.

The transaction is subject to customary conditions including stockholder approval, HSR clearance and other regulatory approvals, accuracy of representations, no continuing Company Material Adverse Effect and financing. Parent has equity and debt commitment letters, including a $961,000,000 senior secured term loan, a $150,000,000 revolving facility and a $250,000,000 delayed draw term loan, and Centerbridge has provided a limited guarantee. Supporting stockholders holding approximately 55% of voting power have entered into support agreements. Termination provisions include a $47,700,000 fee payable by the Company in certain cases and a $98,600,000 fee payable by Parent in other circumstances.