UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

~~August~~October 2231, 2024

Date of Report (Date of earliest event reported)

SOLARWINDS CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	001-38711	81-0753267
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7171 Southwest Parkway

Building 400

Austin, Texas 78735

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (512) 682-9300

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 (see General Instruction A.2. below):


☐			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	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	SWI	New York Stock Exchange

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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~August 22~~October 31, 2024, ~~Andrea Webb notified~~ SolarWinds Corporation (“SolarWinds” or the “Company”) ofissued ~~her~~a ~~decision~~press torelease ~~resign as the Company’s Executive Vice President~~regarding, ~~Chief~~and ~~Customer~~will ~~Officer~~hold ~~effective~~a asconference ofcall ~~December 2~~announcing, ~~2024.~~its ~~Ms.~~financial ~~Webb~~results ~~has~~for ~~agreed to serve as an advisor to~~ the ~~Company~~fiscal ~~following~~quarter ~~the~~ended ~~end~~September ~~of her employment for a transitional period through February 28~~30, ~~2025~~2024. ~~The~~ ~~Company~~A ~~thanks~~copy ~~Ms. Webb for her many years~~ of ~~service~~SolarWinds' ~~and~~press ~~her~~release ~~significant~~is ~~contribution~~attached tohereto ~~the~~as ~~Company~~Exhibit 99.1.

InThe ~~connection~~information ~~with~~contained ~~her~~in ~~resignation,~~this ~~the~~report ~~Company~~shall ~~and~~not ~~Ms.~~be ~~Webb~~deemed ~~entered~~“filed” ~~into~~for anpurposes ~~Omnibus~~of ~~Amendment~~Section 18 toof ~~Employment~~the ~~Agreement,~~Securities ~~effective~~Exchange asAct of ~~August 22~~1934, ~~2024~~as amended (the “~~Omnibus~~Exchange ~~Amendment~~Act”), ~~which~~or ~~amends~~otherwise subject to the ~~Amended~~liability ~~and~~of ~~Restated~~that ~~Employment~~section. ~~Agreement~~The ~~between~~information ~~SolarWinds~~in ~~Worldwide,~~this ~~LLC~~report ~~and~~shall ~~Ms.~~not ~~Webb,~~be ~~dated~~incorporated asby ofreference ~~February~~in 15any filing under the Securities Act of 1933, ~~2022~~as amended (the “~~Webb~~Securities ~~Employment Agreement~~Act”), or the Exchange Act, except as ~~follows:~~shall be expressly set forth by specific reference in such a filing.

~~•The~~SolarWinds ~~Webb~~refers ~~Employment~~to ~~Agreement~~non-GAAP ~~will~~financial ~~terminate~~information asin ofboth the ~~Termination~~press ~~Date~~release ~~(as~~and ~~defined in~~ the ~~Omnibus~~conference ~~Amendment)~~call. ~~Ms.~~ ~~Webb~~A ~~will~~reconciliation ~~not~~of bethese ~~entitled~~non-GAAP tofinancial ~~any~~measures ~~severance~~to ~~payments~~the incomparable ~~connection~~GAAP ~~with~~financial ~~any~~measures ~~such~~is ~~termination~~contained ~~except as set forth~~ in the ~~Omnibus~~attached ~~Amendment;~~ press release.

•Ms. Webb will be paid a transition bonus in the amount of $440,000, payable in a one-time lump sum payment;

•Ms. Webb will receive reimbursement of the health and dental care continuation premiums incurred to effect continuation of health and dental insurance coverage for her and her dependents for a period of up to twenty-four (24) months from the Termination Date;

•Ms. Webb will be paid a bonus in the amount of $352,000, equal to her target bonus for fiscal 2024, payable in a one-time lump sum payment;

•Ms. Webb will enter into a Contractor Agreement to provide transition services until February 28, 2025 (the “Transition Period”); and

•Ms. Webb will continue to vest in all outstanding RSUs and PSUs that are eligible to vest solely subject to her continued services with the Company, as well as any PSUs that may be earned in fiscal 2024, through the end of the Transition Period and for so long as she is providing continued services under the Contractor Agreement.

Payment of the transition bonus, the annual bonus and the reimbursement of health and dental care continuation premiums are conditioned upon Ms. Webb’s execution of a release in a form reasonably acceptable to Ms. Webb that becomes effective by the Release Deadline (as defined in the Webb Employment Agreement).

The foregoing description of the Omnibus Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Item 9.01			Financial Statements and Exhibits.


(d)			Exhibits.

ExhibitNumber						Description
10.1						Omnibus Amendment to Employment Agreement, effective as of August 22, 2024, between SolarWinds Corporation on behalf of itself and each of its direct and indirect subsidiaries, and Andrea Webb
99.1						Press release issued by SolarWinds Corporation dated October 31, 2024.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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.

			SOLARWINDS CORPORATION
Dated:	~~August~~October 2631, 2024	By:	/s/ ~~Sudhakar~~Lewis ~~Ramakrishna~~W. Black
			Sudhakar Ramakrishna
			Lewis W. Black
			President & Chief Executive Officer
			Chief Financial Officer

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