Asset Transaction, Failure to Satisfy Listing Rule, Corporate Action, Changes in Control, Amendments to Bylaws, Management Change/Compensation, Termination of Material[...]

Item 1.02.

Termination of a Material Definitive Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

In connection with the consummation of the Merger, on the Closing Date, the Company terminated all outstanding commitments, including commitments to issue letters of credit, under the Credit Agreement, dated as of October 27, 2023, as amended (the "Company Credit Agreement"), by and between the Company, the lenders party thereto from time to time and Wells Fargo Bank, National Association, as agent. In connection with the termination of the Company Credit Agreement, all outstanding obligations for principal, interest and fees under the Company Credit Agreement were paid in full, and all liens and guarantees related thereto were released and terminated.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and under Item 3.03, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Company (collectively, the "Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares held by (i) the Company as treasury stock or held directly by Parent or Merger Sub (or any direct or indirect wholly owned subsidiaries of the Company, Parent, or Merger Sub) or (ii) stockholders who have not voted in favor of, or consented in writing to, the adoption and approval of the Merger Agreement, and who are entitled to and have properly demanded appraisal of such Shares in accordance with Section 262 of the DGCL) was cancelled and converted into the right to receive an amount in cash, without interest, equal to $7.75 (the "Merger Consideration").

As of immediately prior to the Effective Time, each option to purchase Shares (each, a "Company Stock Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time, was canceled and converted into the right to receive (without interest) a lump sum cash payment (less applicable withholding taxes), equal to the product of (i) the total number of Shares underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the per share exercise price of such Company Stock Option.

As of immediately prior to the Effective Time, each restricted stock unit award (or portion thereof) subject to performance-based vesting conditions, that was outstanding immediately prior to the Effective Time (each, a "Company PRSU"), (A) to the extent not vested, was deemed to have satisfied such performance vesting conditions at 100% of target and had any time-based vesting conditions waived and (B) was canceled in consideration for the right to receive a lump sum cash payment (less any applicable withholding taxes), equal to (i) the number of Shares underlying such Company PRSU multiplied by (ii) the Merger Consideration.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 1, 2025, which is incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, the Company notified The Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger and requested that Nasdaq file with the SEC a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to delist the Company's Shares from Nasdaq and deregister the Company's Shares under Section 12(b) of the Exchange Act. Trading of the Company's Shares on Nasdaq was halted prior to the opening of trading on the Closing Date. The Company intends to file with the SEC a Certification and Notice of Termination on Form 15 to deregister the Company's Shares and suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.

As a result of the Merger, each of the Company's Shares that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was cancelled and converted automatically, at the Effective Time, into the right to receive the Merger Consideration. Accordingly, at the Effective Time, the holders of the Company's Shares ceased to have any rights as stockholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01.

Change in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01, 3.01, and 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01.

As a result of the Merger, at the Effective Time, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Parent.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.

In connection with the Merger, as of the Effective Time, Lisa C. Im, James LaCamp, William D. Hansen, Shantanu Agrawal, Eric Yanagi, Bradley M. Fluegel and Simeon Kohl each resigned from the board of directors of the Company (the "Company Board") and from any and all committees thereof on which they served and ceased to be directors of the Company. At the Effective Time, in accordance with the terms of the Merger Agreement, (i) the directors of Merger Sub immediately prior to the Effective Time, David Pierre and TG Ganeshan, became the directors of the Surviving Corporation and (ii) the officers of Merger Sub immediately prior to the Effective Time became the officers of the Surviving Corporation.

Item 5.03.

Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the Company's certificate of incorporation and by-laws were amended and restated in their entirety. Copies of the Fourth Amended and Restated Certificate of Incorporation and the Third Amended and Restated By-laws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.