M&A: SecureWorks Corp

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000095014224002994

Comments: SecureWorks Corp. entered into an Agreement and Plan of Merger with Sophos Inc. and its wholly owned subsidiary, Project Green Merger Sub, Inc. Under this agreement, Merger Sub will merge with SecureWorks, which will continue as the surviving corporation and become a wholly owned subsidiary of Sophos Inc. In connection with the merger, Chief Financial Officer Alpana Wegner may receive accelerated restricted stock units (RSUs) that were originally scheduled to vest in March 2025, which were approved by the Compensation Committee on December 20, 2024. This acceleration aims to mitigate tax impacts under Sections 280G and 4999 of the Internal Revenue Code, preserving tax deductions for the company. The document includes forward-looking statements regarding the merger's completion and risks involved, such as regulatory approvals, potential litigation, and business disruptions during the merger process. Stockholders are encouraged to read the definitive information statement filed regarding the merger, which contains important information about the process and related risks.

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