PROGRESS SOFTWARE CORP /MA 8-K

What Happened
Progress Software Corporation announced on July 22, 2026 that it signed an Asset Purchase Agreement to acquire substantially all assets and employees (but not net operating loss carryforwards) of Domo, Inc.'s AI and Data Platform Business for an aggregate purchase price of approximately $400 million. The deal price is subject to a downward adjustment if cash acquired at closing is less than $25 million and to an adjustment for any outstanding indebtedness of the purchased business not repaid at or before closing. Progress will pay using cash and its existing revolving credit facility; there is no financing condition to closing. The parties also entered a Voting and Support Agreement under which certain Domo stockholders have agreed to provide written consent approving the transaction, meaning no further Domo stockholder vote is required.

Key Details

• Purchase Agreement executed July 22, 2026 to buy Domo's AI & Data Platform Business for ~ $400M.
• Purchase price adjustments: downward if acquired cash < $25M; adjustment for unpaid indebtedness.
• Funded with a mix of cash and Progress’s existing revolving credit facility; no financing condition.
• Closing subject to customary conditions, including expiration/termination of the Hart‑Scott‑Rodino antitrust waiting period and filing of an information statement reflecting stockholder consent; a Support Agreement from key Domo holders was executed.
• Progress also filed a press release updating its Q3 FY2026 guidance (Exhibit 99.1) and an investor presentation (Exhibit 99.2).

Why It Matters
This acquisition expands Progress’s capabilities in AI, analytics, data visualization, integration, workflow automation and data governance — areas that can drive product and revenue growth. The ~ $400M purchase and use of the revolving credit facility affect Progress’s near‑term cash and leverage profile, and the lack of a financing condition reduces deal execution risk. Investors should watch for further SEC filings and company disclosures detailing the expected financial impact, integration plans, timing of closing (pending HSR and other conditions), and any changes to quarterly guidance or earnings drivers.