false 0001505952 0001505952 2026-07-22 2026-07-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): July 22, 2026 DOMO,
INC. (Exact name of Registrant as Specified in Its
Charter) Delaware 001-38553 27-3687433 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 802 East 1050 South American Fork , UT 84003 84003 (Address of Principal Executive Offices) (Zip Code) Registrants Telephone Number, Including Area Code: ( 801 ) 899-1000 (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
    B Common Stock, par value $0.001 per share DOMO The Nasdaq Global Market 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. Asset Purchase Agreement On July 22, 2026, Domo, Inc., a Delaware
corporation (the “Company”), and Progress Software Corporation, a Delaware corporation (“Progress”), entered
into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Progress has agreed to acquire
substantially all of the assets and employees, excluding the Company’s net operating loss (“NOL”) carryforwards,
and assume certain liabilities of, the Company used in the operation of its business of providing software platforms,
applications, tools and related technologies for business intelligence, data visualization, reporting and dashboarding, data
integration and analytics, embedded and distributed analytics, workflow and process automation, AI-powered data products and AI
agents, and data governance and data management, in each case delivered on a cloud-based, hosted, on premises or hybrid basis to
enterprise, commercial and governmental customers (the “AI and Data Platform Business”). The transactions contemplated
by the Purchase Agreement are collectively referred to as the “Transactions”. The Company’s board of directors unanimously
(i) determined that the Purchase Agreement and the Transactions are fair to, and in the best interests of, the Company and its stockholders,
(ii) approved and declared advisable the execution, delivery and performance of the Purchase Agreement and the consummation of the Transactions,
(iii) directed that the Purchase Agreement and the Transactions be submitted to the Majority Stockholders (as defined below) for approval
by written consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware, as amended,
Article VIII Section 5 of the Amended and Restated Certificate of Incorporation of the Company, Section 2.10 of the Bylaws of the Company,
and (iv) resolved to recommend that the Company’s stockholders approve this Agreement and the Transactions. Following execution of the Purchase
Agreement, on July 22, 2026, the Majority Stockholders (as defined below) executed a stockholder written consent (the “Written
Consent”) approving and adopting the Purchase Agreement and approving the Transactions. No further approval of the
stockholders of the Company is required to approve the Purchase Agreement and the Transactions. At the closing of the Transactions (the “Closing”),
Progress will acquire the AI and Data Platform Business for an aggregate purchase price of approximately
$400 million, subject to (i) a downward adjustment equal to the amount by which the cash acquired by Progress at Closing is less
than $25 million and (ii) an adjustment for indebtedness of the AI and Data Platform Business or the purchased assets that remains
outstanding and is not repaid at or prior to the Closing (the “Purchase Price”). The Company does not intend to liquidate following
the Closing. The Company’s board of directors will evaluate alternatives for the use of cash proceeds from the Transactions. Those
alternatives are currently expected to include using such cash proceeds to fund, at least in part, the acquisition of assets that will
allow the Company to potentially derive a benefit from the NOLs and certain other tax attributes, which will be retained by the Company
as described below. The Purchase Agreement provides that the Company
will retain the Company’s NOLs and certain other tax attributes.
Also on July 22, 2026, in light of the significance of the NOLs to the Company following the completion of the Transactions, the
Company’s board of directors adopted a Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company’s
ability to use the Company’s NOLs and certain other tax attributes to reduce potential future U.S. federal income tax obligations.
The terms of the Tax Benefits Preservation Plan are disclosed in a separate Current Report on Form 8-K filed by the Company with the Securities
and Exchange Commission (the “SEC”) on the date hereof. Additionally, the Purchase Agreement provides
for customary “no-shop” restrictions under which the Company has agreed, subject to certain exceptions with respect to unsolicited
bids, not to directly or indirectly solicit competing proposals or to enter into discussions concerning, or provide confidential information
in connection with, any unsolicited competing proposals. The Company has also agreed to cease all existing discussions with third parties
regarding any competing proposals. Notwithstanding the “no-shop” restrictions described above, prior to receipt of the Written
Consent and subject to the satisfaction of certain other conditions and under certain circumstances specified in the Purchase Agreement,
the Company’s board of directors had the right to terminate the Purchase Agreement to enter into a definitive agreement for a superior
proposal and the Company’s board of directors had the right to change its recommendation in favor of the Transactions. 2 Each of Progress and the Company have made customary
representations, warranties and covenants in connection with the Transactions. The obligations of Progress and the Company to consummate
the Transactions are subject to the satisfaction or waiver of certain customary conditions, including, among other things, the expiration
or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the filing
with the SEC of an information statement relating to the approval of the Transactions by a requisite majority of stockholders of the Company.
There is no financing condition to consummate the Transactions. The Purchase Agreement also provides each of Progress and the Company
with customary termination rights. The Company will be required to pay Progress a
termination fee equal to $13.5 million (the “Termination Fee”) if the following circumstances are met: (i) the Company terminates
the Purchase Agreement due to the Closing not occurring by November 30, 2026 at a time when Progress could have terminated the Purchase
Agreement due to the Company’s breach of any of its representations, warranties, covenants or agreements under the Purchase Agreement
in a manner that would result in the failure of a closing condition and its failure to cure such breach within the period specified in
the Purchase Agreement; (ii) after the date of the Purchase Agreement but on or before the date of any such termination, a competing proposal
is announced or disclosed and not withdrawn; and (iii) within eighteen months after the date of such termination, the Company enters into
a definitive agreement with respect to such competing proposal (or publicly approves or recommends that the Company’s stockholders
or otherwise does not oppose, in the case of a tender or exchange offer, such competing proposal) or the Company consummates such competing
proposal. The Company will also be required to pay Progress the Termination Fee if the Purchase Agreement is validly terminated by Progress
due to any of the following: (i) the Forbearance Agreement (as defined in the Purchase Agreement) has terminated, expired or otherwise
ceased to be in full force and effect (without a replacement or extension on terms reasonably acceptable to Progress then in effect),
or any forbearance or waiver granted thereunder has ceased to apply; (ii) the administrative agent, the collateral agent or any lender
under the Company’s credit agreement has accelerated, or declared due and payable prior to its stated maturity, any indebtedness
under the Company’s credit agreement and commences the exercise of any enforcement or other remedies (including foreclosure upon
or taking possession of any collateral) against the Company, any Transferred Subsidiary, any Purchased Asset or any asset of any Transferred
Subsidiary (each as defined in the Purchase Agreement); (iii) any Event of Default (as defined in the Credit Agreement) has occurred and
is continuing that is not subject to forbearance under the Forbearance Agreement; (iv) at any time following delivery of the Written Consent,
the approval of the Company’s stockholders (or the Written Consent evidencing the same) has been amended, modified, rescinded, revoked,
withdrawn or invalidated; and (v) the Company has breached any of its representations, warranties, covenants or agreements under the Purchase
Agreement in a manner that would result in the failure of a closing condition and has not cured within the period specified in the Purchase
Agreement and a Material Adverse Effect (as defined in the Purchase Agreement) has occurred and is continuing at such time. The Company
would have been required to pay Progress the Termination Fee if the Purchase Agreement had been validly terminated (i) by Progress if
the Majority Stockholders had failed to deliver the Written Consent within the period specified in the Purchase Agreement or if, prior
to Progress’s receipt of the Written Consent, the Company’s board of directors had changed its recommendation in favor of
the Transactions; or (ii) by the Company, if, prior to Progress’s receipt of the Written Consent and subject to other conditions
specified in the Purchase Agreement, the Company had terminated the Purchase Agreement to enter into a definitive agreement for a superior
proposal. The foregoing descriptions of the Purchase Agreement
and the Transactions do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy
of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement contains representations
and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties
were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the
parties in connection with negotiating the terms of the Purchase Agreement. In addition, such representations and warranties: (i) may
not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules;
(iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have
been used for the purpose of allocating risk among the parties to the Purchase Agreement, rather than establishing matters as facts. Moreover,
information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which
subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, the representations
and warranties should not be relied upon as statements of factual information. 3 Voting and Support Agreement Concurrently with the execution and delivery of
the Purchase Agreement, Progress entered into a Voting and Support Agreement (the “Support Agreement”) with stockholders of
the Company holding sufficient voting power to approve the Transactions under applicable law and the Company’s organizational documents
(such stockholders, the “Majority Stockholders”), pursuant to which the Majority Stockholders agreed, among other things,
to execute and deliver a written consent approving and adopting the Purchase Agreement and the Transactions and to comply with certain
transfer and other restrictions with respect to their shares of the Company’s common stock, in each case subject to the terms and
conditions of the Support Agreement. Item 7.01 Regulation FD Disclosure. On July 22, 2026, the Company issued a press
release announcing its entry into the Purchase Agreement and other matters. A copy of the press release is attached hereto as Exhibit
99.2 and incorporated herein by reference into this Item 7.01. The information in this Item 7.01 (including Exhibit
99.2) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing. Important Information for Stockholders The Company will prepare an information statement
on Schedule 14C for its stockholders with respect to the approval of the Transactions. When completed, the information statement will
be mailed to the Company’s stockholders. The Company may be filing other documents with the SEC as well. Stockholders will be able
to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website
maintained by the SEC at http://www.sec.gov . Copies of the documents filed with the SEC by the Company will be available free
of charge on the Company’s internet website at https://domoinvestors.com or by contacting the Company’s Investor Relations
by phone at (801) 899-1000. Forward-Looking Statements This Current Report on Form 8-K contains statements
that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act. The Company has identified some of these forward-looking statements with words like “believe,” “may,”
“could,” “would,” “might,” “should,” “expect,” “intend,” “plan,”
“target,” “anticipate” and “continue,” the negative of these words, other terms of similar meaning
or the use of future dates. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the
Company’s ability to consummate the Transactions. Risks, uncertainties and other important factors that could cause actual results
to differ from those expressed or implied in the forward-looking statements include: the Company’s ability to close the Transactions,
the expected time of closing or the expected benefits therefrom; uncertainties as to the effects of disruption from the pending disposition
of the AI and Data Platform Business making it more difficult to maintain relationships with employees, licensees, other business partners
or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Progress’
or the Company’s control; transaction costs; actual or contingent liabilities; uncertainties as to whether tax benefits will be
realized. For further information regarding risks and uncertainties associated with the Company’s business, please refer to the
Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended
January 31, 2026, and its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2026. The Company undertakes no obligation
to update any forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. 4 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Asset Purchase Agreement, dated July
    22, 2026, by and between Domo, Inc. and Progress Software Corporation.* 99.1 Voting and Support Agreement, by
    and among Cocolalla, LLC, Joshua James and Progress Software Corporation* 99.2 Press Release issued by Domo, Inc., dated July 22, 2026 104 Cover Page Interactive Data File (embedded within the Inline
    XBRL document). * Schedules and exhibits to this agreement
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules and exhibits
to the SEC upon its request. 5 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. DOMO, INC . July 22, 2026 By /s/ Tod Crane Name: Tod Crane Title: Chief Financial Officer 6

Progress Software Corporation has agreed to acquire substantially all assets and employees of Domo, Inc. through an Asset Purchase Agreement signed on July 22, 2026. This acquisition strengthens Progress's portfolio in business intelligence, data visualization, and cloud-based analytics solutions.

On July 22, 2026, Domo, Inc. and Progress Software Corporation entered into an Asset Purchase Agreement wherein Progress will acquire substantially all of Domo's assets and employees, excluding Domo’s net operating loss carryforwards. This acquisition includes liabilities and is aimed at enhancing Progress's portfolio in business intelligence, data visualization, analytics, and related technologies. The strategic implication of this agreement positions Progress to strengthen its capabilities in cloud-based solutions and AI-powered data products, making it a significant move in the tech industry.

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