HashiCorp, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-02-27: Form 8-K; Period of report 2025-02-27; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2025-02-14: Form 8-K; Period of report 2025-02-13; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2024-12-05: Form 8-K; Period of report 2024-12-05; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2024-12-02: Form 8-K; Period of report 2024-12-02; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-02-27 | 8-K | 2025-02-27 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 • Each option to purchase shares of Common Stock (each, a “HashiCorp Option”) (whether vested or unvested) that was outstanding immediately prior to the Effective Time and that had an exercise price less than the Per Share Price was canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (1) the total number of shares of Common Stock covered by such HashiCorp Option immediately prior to the Effective Time multiplied by (2) the excess of (A) the Per Share Price over (B) the per share exercise price of such HashiCorp Option. 3.01 On the Closing Date, the Surviving Corporation notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and requested that Nasdaq delist the Common Stock on the Closing Date. 3.03 The information set forth in the Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 At the Effective Time, pursuant to the Merger Agreement, David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp and a member of any committee of HashiCorp’s Board of Directors. 5.03 Effective upon completion of the Merger, the certificate of incorporation of HashiCorp, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation filed herewith as Exhibit 3.1. 8.01 On the Closing Date, IBM issued a press release announcing the closing of the Merger. | d898526d8k.htm |
| 2025-02-14 | 8-K | 2025-02-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 13, 2025, HashiCorp, Inc. (the “Company”) entered into a letter agreement with Susan St. Ledger, the Company’s President, Worldwide Field Operations, as approved by the Compensation Committee of the Board of Directors of the Company. | d927850d8k.htm |
| 2024-12-05 | 8-K | 2024-12-05 | 2.02 Results of Operations and Financial Condition | 2.02 On December 5, 2024, HashiCorp, Inc. issued a press release announcing its financial results for the fiscal third quarter ended October 31, 2024. | hcp-20241205.htm |
| 2024-12-02 | 8-K | 2024-12-02 | 8.01 Other Events | 8.01 As previously disclosed, on April 24, 2024, HashiCorp, Inc. (“HashiCorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with International Business Machines Corporation (“IBM”) and McCloud Merger Sub, Inc. (“Sub”). | d916533d8k.htm |
| 2024-09-24 | 8-K/A | 2024-08-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed and effective September 24, 2024, the Board has appointed Werner Schwock to serve as the Company’s Interim Chief Financial Officer and function as the principal financial and accounting officer for the Company. | d896624d8ka.htm |
| 2024-08-29 | 8-K | 2024-08-29 | 2.02 Results of Operations and Financial Condition | 2.02 On August 29, 2024, HashiCorp, Inc. issued a press release announcing its financial results for the fiscal second quarter ended July 31, 2024. | hcp-20240829.htm |
| 2024-08-08 | 8-K | 2024-08-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 6, 2024, Navam Welihinda notified HashiCorp, Inc. (the “Company”) of his decision to resign as Chief Financial Officer of the Company, to be effective September 23, 2024, in order to pursue another professional opportunity. | ef20033797_8k.htm |
| 2024-08-06 | 8-K | 2024-08-01 | 8.01 Other Events | 8.01 As previously disclosed, on April 24, 2024, HashiCorp, Inc. (“HashiCorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with International Business Machines Corporation (“IBM”) and McCloud Merger Sub, Inc. (“Sub”). | ef20033638_8k.htm |
| 2024-07-16 | 8-K | 2024-07-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On April 24, 2024, HashiCorp, Inc. (“HashiCorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among International Business Machines Corporation (“Parent”), McCloud Merger Sub, Inc. (“Sub”) and HashiCorp. | hcp-20240715.htm |
| 2024-07-16 | 8-K | 2024-07-15 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On April 24, 2024, HashiCorp, Inc. (“HashiCorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among International Business Machines Corporation (“Parent”), McCloud Merger Sub, Inc. (“Sub”) and HashiCorp. 8.01 On July 15, 2024, HashiCorp issued a press release announcing its stockholders’ approval of the acquisition of HashiCorp by IBM based on preliminary voting results at the Special Meeting. | ef20032487_8k.htm |
| 2024-07-15 | 8-K | 2024-07-12 | 8.01 Other Events | 8.01 As previously disclosed, on April 24, 2024, HashiCorp, Inc. (“HashiCorp”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with International Business Machines Corporation (“IBM”) and McCloud Merger Sub, Inc. (“Sub”). | ef20032444_8k.htm |
| 2024-06-27 | 8-K | 2024-06-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 25, 2024, HashiCorp, Inc. (the “Company”) held its annual meeting of stockholders. | hcp-20240625.htm |
| 2024-05-30 | 8-K | 2024-05-30 | 2.02 Results of Operations and Financial Condition | 2.02 On May 30, 2024, HashiCorp, Inc. issued a press release announcing its financial results for the fiscal first quarter ended April 30, 2024. | hcp-20240530.htm |
| 2024-04-25 | 8-K | 2024-04-24 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On April 24, 2024, IBM and HashiCorp issued a joint press release announcing their entry into the Merger Agreement. | d804229d8k.htm |
| 2024-03-05 | 8-K | 2024-03-05 | 2.02 Results of Operations and Financial Condition | 2.02 On March 5, 2024, HashiCorp, Inc. issued a press release announcing its financial results for the fiscal fourth quarter and full year ended January 31, 2024. | hcp-20240305.htm |
| 2024-02-29 | 8-K | 2024-02-29 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | hcp-20240229.htm | |
| 2023-12-07 | 8-K | 2023-12-07 | 2.02 Results of Operations and Financial Condition | 2.02 On December 7, 2023, HashiCorp, Inc. (“HashiCorp” or the “Company”) issued a press release announcing its financial results for the fiscal third quarter ended October 31, 2023. | hcp-20231207.htm |
| 2023-09-13 | 8-K | 2023-09-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 8, 2023, Brandon Sweeney notified HashiCorp, Inc. (the “Company”) of his decision to resign as Chief Revenue Officer of the Company, effective September 30, 2023, to pursue other opportunities. | d485309d8k.htm |
| 2023-08-31 | 8-K | 2023-08-31 | 2.02 Results of Operations and Financial Condition | 2.02 On August 31, 2023, HashiCorp, Inc. (“HashiCorp” or the “Company”) issued a press release announcing its financial results for the fiscal second quarter ended July 31, 2023. | hcp-20230831.htm |
| 2023-06-29 | 8-K | 2023-06-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 29, 2023, HashiCorp, Inc. (the “Company”) held its annual meeting of stockholders. | hcp-20230629.htm |
| 2023-06-07 | 8-K | 2023-06-07 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On June 7, 2023, HashiCorp, Inc. (“HashiCorp” or the “Company”) issued a press release announcing its financial results for the fiscal first quarter ended April 30, 2023. 2.05 On June 7, 2023, HashiCorp announced a reduction of its workforce (the “Reduction”) by approximately 8%, which will affect employees across most functional areas of the Company. 5.02 On June 7, 2023, HashiCorp announced the appointment of Susan St. Ledger as the Company’s President, Worldwide Field Operations, effective July 2023. | hcp-20230607.htm |
| 2023-03-09 | 8-K | 2023-03-09 | 2.02 Results of Operations and Financial Condition | 2.02 On March 9, 2023, HashiCorp, Inc. issued a press release announcing its financial results for the fiscal fourth quarter and full year ended January 31, 2023. | hcp-20230309.htm |
| 2022-12-07 | 8-K | 2022-12-07 | 2.02 Results of Operations and Financial Condition | 2.02 On December 7, 2022, HashiCorp, Inc. issued a press release announcing its financial results for the third quarter ended October 31, 2022. | hcp-20221207.htm |
| 2022-09-27 | 8-K | 2022-09-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 26, 2022, the Board of Directors (the “Board”) of HashiCorp, Inc. (the “Company”) appointed David Henshall to serve as a Class II director of the Company, with a term expiring at the Company’s 2023 annual meeting of stockholders. | hcp-20220926.htm |
| 2022-09-01 | 8-K | 2022-09-01 | 2.02 Results of Operations and Financial Condition | 2.02 On September 1, 2022, HashiCorp, Inc. issued a press release announcing its financial results for the second quarter ended July 31, 2022. | hcp-20220901.htm |
| 2022-08-02 | 8-K | 2022-07-28 | 8.01 Other Events | 8.01 On July 28, 2022 (the “Termination Date”), the Loan and Security Agreement dated November 23, 2020 (the “Agreement”) between HashiCorp, Inc. (the “Company”) and HSBC Ventures USA Inc. (“HSBC”) was terminated pursuant to notice provided by the Company to HSBC. | hcp-20220728.htm |
| 2022-06-30 | 8-K | 2022-06-28 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 28, 2022, HashiCorp, Inc. (the “Company”) held its annual meeting of stockholders. | hcp-20220628.htm |
| 2022-06-02 | 8-K | 2022-06-02 | 2.02 Results of Operations and Financial Condition | 2.02 On June 2, 2022, HashiCorp, Inc. issued a press release announcing its financial results for the first quarter ended April 30, 2022. | hcp-20220602.htm |
| 2022-03-10 | 8-K | 2022-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2022, HashiCorp, Inc. issued a press release announcing its financial results for the fourth quarter ended January 31, 2022. | hcp-20220310.htm |
| 2021-12-13 | 8-K | 2021-12-13 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 5.03 On December 13, 2021, HashiCorp, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the completion of the Company’s initial public offering (“IPO”). 7.01 On December 13, 2021, the Company issued a press release announcing the closing of its IPO of 15,300,000 shares of its Class A common stock. | d199913d8k.htm |