DOMO, INC. Adopts Tax Benefits Preservation Plan; Declares Rights Dividend

What Happened
DOMO, Inc. announced on July 22, 2026 that its Board adopted a Tax Benefits Preservation Plan and declared a dividend of one preferred stock purchase right per outstanding share of Class A and Class B common stock as of the close of business on August 4, 2026 (the Record Date). The Rights initially permit holders (subject to the plan terms) to buy one one‑thousandth of a share of Series A or Series B Junior Participating Preferred Stock at an exercise price of $17.50 per Right. Equiniti Trust Company, LLC is named as Rights Agent.

Key Details

• Rights attach to each share outstanding at the Record Date and to shares issued before the Distribution Time; separate rights certificates will be distributed after the Distribution Time. Rights are not exercisable until the Distribution Time.
• The plan is designed to deter any person or group from acquiring 4.9% or more of the Company’s stock (the Specified Percentage) to help preserve the Company’s net operating loss (NOL) and other tax attributes under Section 382 of the Internal Revenue Code.
• Flip‑in/flip‑over protections: on a qualifying acquisition, holders (other than the acquirer and certain affiliates) could receive common stock or acquirer stock equal to twice the exercise price in value; preferred shares (if issued) carry powerful economics and votes (Series A: 40,000 votes/share; Series B: 1,000 votes/share), liquidation and dividend protections.
• Rights expire on the earliest of July 20, 2029, redemption or exchange by the Company, certain approved mergers, or a Board determination that the Tax Attributes are effectively preserved. The Company may redeem the Rights in whole at $0.001 per Right in certain windows. Board may grant exemptions or conditions in its discretion.

Why It Matters
The plan is a defensive measure intended to protect DOMO’s tax attributes (NOLs and related benefits) from being limited by an ownership change under Section 382, which could reduce the value of those tax assets. For investors, the immediate effects are procedural: a rights dividend will be issued to current holders (record Aug 4, 2026), the Rights are currently non‑exercisable, and the Board gains tools (including redemption, exchange and exemption authority) to manage potential large stock accumulations. The adoption also involved filing related certificates of designation and the Tax Benefits Preservation Plan with the SEC (included as exhibits).