Vertex credit amendment adds room for dividends and buybacks

Rhea-AI Filing Summary

Vertex, Inc. entered into a First Amendment to its recently amended and restated credit agreement with PNC Bank and other lenders. The amendment gives the company additional flexibility to return cash to shareholders through dividends, distributions, and share repurchases, but only under specific conditions. These payments are permitted if no event of default has occurred or would result and if Vertex maintains a pro forma secured debt net leverage ratio of less than 2.50 to 1.00, calculated as if the dividend, distribution, and any related borrowing had already occurred at the end of the most recent quarter. This change increases capital return options while keeping leverage and credit protections in place.

Insights

Credit & Capital Structure Analyst

Vertex gains more room for buybacks/dividends within a 2.5x leverage cap.

Vertex amended its credit agreement so it can make dividends, other distributions, and share repurchases as long as two key conditions are met. There must be no existing or resulting event of default, and the secured debt net leverage ratio must remain below 2.50 to 1.00 on a pro forma basis.

This structure lets the company return cash to shareholders while preserving lender protections tied to leverage and default status. The pro forma test, calculated as if the transaction and any related debt had already occurred at the latest quarter end, helps ensure that capital returns do not push leverage beyond the agreed limit.

The practical impact will depend on Vertex’s future leverage levels and cash generation, since these will determine how much room is available under the 2.50 to 1.00 secured net leverage threshold.

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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): November 14, 2025

VERTEX, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39413		23-2081753
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

2301 Renaissance Blvd.
King of Prussia, Pennsylvania 19406

(Address of principal executive offices) (Zip Code)

(800) 355-3500

(Registrant’s telephone number, include area code)

N/A

(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 A Common Stock, $0.001 par value per share		VERX		The Nasdaq Stock Market LLC

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.

First Amendment to Amended and Restated Credit Agreement

On November 14, 2025, Vertex, Inc. (the “Company”), the guarantors party thereto, PNC Bank, National Association, as administrative agent (the “Administrative Agent”), and the lenders party thereto entered into the First Amendment to Credit Agreement (the “First Amendment”), which amended the Amended and Restated Credit Agreement, dated as of November 4, 2025 (the “A&R Credit Agreement”), by and among the Company, the guarantors party thereto, the Administrative Agent, and the lenders party thereto, and provides for additional capacity under the A&R Credit Agreement for the Company to make dividends or distributions, including share repurchases, subject to certain conditions. Specifically, such dividends or distributions may be made provided that (i) no event of default has occurred and is continuing or would result from such dividend or distribution and (ii) the Company maintains a pro forma secured debt net leverage ratio of less than 2.50 to 1.00, calculated as if the dividend or distribution and any related indebtedness had occurred as of the last day of the most recent fiscal quarter for which financial statements were delivered.

The foregoing description of the terms of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		First Amendment to Credit Agreement by and among Vertex, Inc., the guarantors party thereto, PNC Bank, National Association, as administrative agent, and the lenders party, thereto, dated as of November 14, 2025.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.

	VERTEX, INC.
Date: November 20, 2025	By:	/s/ Bryan Rowland
	Name:	Bryan Rowland
	Title:	General Counsel and Secretary

FAQ

What did Vertex, Inc. (VERX) announce in this 8-K filing?

Vertex, Inc. reported that it entered into a First Amendment to its Amended and Restated Credit Agreement, modifying terms to allow additional dividends, distributions, and share repurchases under specified conditions.

How does the amended credit agreement affect Vertexs ability to pay dividends or repurchase shares?

The amendment permits Vertex to make dividends, distributions, and share repurchases if no event of default has occurred or would result and if it maintains a pro forma secured debt net leverage ratio of less than 2.50 to 1.00.

What leverage test applies to Vertex under the new credit agreement terms?

Vertex must maintain a pro forma secured debt net leverage ratio of less than 2.50 to 1.00, calculated as if the dividend or distribution and any related indebtedness occurred as of the last day of the most recent fiscal quarter with delivered financial statements.

Who are the key parties to Vertexs First Amendment to the Credit Agreement?

The parties include Vertex, Inc., the guarantors party to the agreement, PNC Bank, National Association as administrative agent, and the lenders party to the agreement.

Does the filing include the full text of Vertexs First Amendment to the Credit Agreement?

Yes, the full text of the First Amendment is included as Exhibit 10.1 and is incorporated by reference in the filing.

What type of SEC filing did Vertex, Inc. submit for this credit agreement change?

Vertex, Inc. submitted a Form 8-K to report its entry into a material definitive agreement amending its credit facility.