M&A - HashiCorp, Inc.

Form Type: 15-12G

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000095014225000703

Filing Summary: Effective February 27, 2025, HashiCorp, Inc. was merged with and into McCloud Merger Sub, Inc., a wholly owned subsidiary of International Business Machines Corporation. As a result of the merger, HashiCorp, Inc. has been converted from a public corporation into a private corporation, with HashiCorp, Inc. continuing as the surviving entity.

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Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525027263

Filing Summary: On February 13, 2025, HashiCorp, Inc. entered into a letter agreement with Susan St. Ledger, the President of Worldwide Field Operations, which was approved by the Compensation Committee of the Board of Directors. The agreement outlines a spot bonus of $300,000 to be paid by February 15, 2025, contingent on Ms. St. Ledger executing a standard release of claims. Additionally, a retention bonus of $1,500,000 will be awarded if she remains in her role until either the acquisition of the company by International Business Machines Corporation is finalized or April 30, 2025, whichever comes first. This retention bonus, if earned, will be payable within 30 days following the Separation Date, again subject to her execution of a release of claims. If her employment is terminated without cause before the Separation Date, she will still be entitled to the retention bonus, payable under the same conditions. Upon the Separation Date, her employment will end, and she will transition to a consultant role with the company. The detailed terms of the agreement are included in Exhibit 10.1.

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