Vertex, Inc. Files 8-K on Financials and Agreements

TL;DR

Vertex Inc. dropped an 8-K on April 19th detailing financials and new deals.

AI Summary

Vertex, Inc. filed an 8-K on April 23, 2024, reporting on material definitive agreements, results of operations, and financial condition as of April 19, 2024. The filing details the company's financial performance and any significant business developments that occurred around that date.

Why It Matters

This 8-K filing provides crucial updates on Vertex, Inc.'s financial health and any new material agreements, offering insights into the company's current operational status and strategic direction.

Risk Assessment

Risk Level: low — This is a routine 8-K filing reporting on financial condition and material agreements, not indicating any immediate or significant new risks.

Key Players & Entities

• Vertex, Inc. (company) — Registrant
• 2301 Renaissance Boulevard, King of Prussia, Pennsylvania 19406 (location) — Principal Executive Offices
• April 19, 2024 (date) — Date of earliest event reported
• April 23, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — hich registered Class A Common Stock, $0.001 par value per share VERX The Nasdaq
• $200,000,000 — he phrase "Two Hundred Million Dollars ($200,000,000)" and inserting in lieu thereof the phr
• $300,000,000 — phrase "Three Hundred Million Dollars ($300,000,000)." The foregoing description of the t
• $250 million — to market conditions and other factors, $250 million aggregate principal amount of convertib

Filing Documents

• verx-20240419x8k.htm (8-K) — 43KB
• verx-20240419xex10d1.htm (EX-10.1) — 50KB
• verx-20240419xex99d1.htm (EX-99.1) — 29KB
• verx-20240419xex99d2.htm (EX-99.2) — 17KB
• verx-20240419xex99d1001.jpg (GRAPHIC) — 74KB
• verx-20240419xex99d2001.jpg (GRAPHIC) — 9KB
• 0001558370-24-005432.txt ( ) — 393KB
• verx-20240419.xsd (EX-101.SCH) — 3KB
• verx-20240419_lab.xml (EX-101.LAB) — 15KB
• verx-20240419_pre.xml (EX-101.PRE) — 9KB
• verx-20240419x8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Fourth Amendment to Credit Agreement On April 19, 2024, Vertex, Inc. (the "Company"), the guarantors party thereto, PNC Bank, National Association, as administrative agent, and the lenders party thereto entered into the Fourth Amendment to Credit Agreement (the "Fourth Amendment"), which amended the Credit Agreement by and among the Company, the guarantors party thereto, PNC Bank, National Association, as administrative agent, and the lenders party thereto, dated as of March 31, 2020 (as previously amended, the "Credit Agreement"), providing for, among other things, amendment of the definition of "Approved Convertible Debt" in Section 1.1 of the Credit Agreement by deleting the phrase "Two Hundred Million Dollars ($200,000,000)" and inserting in lieu thereof the phrase "Three Hundred Million Dollars ($300,000,000)." The foregoing description of the terms of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On April 22, 2024, the Company issued a press release announcing certain preliminary results for the three months ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. The information in Item 2.02 above is incorporated by reference into this Item 7.01. On April 22, 2024, the Company also issued a press release announcing its intention to offer, subject to market conditions and other factors, $250 million aggregate principal amount of convertible senior notes due 2029 (the "notes") in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in Item 2.02 and this Item 7.01, and Exhibits 99.1 and 99.2 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing. Neither this Current Report on Form 8-K nor the press releases attached hereto as Exhibit 99.1 or 99.2 constitutes an offer to sell, or the solicitation of an offer to buy, the notes or the shares of the Company's Class A Common Stock, if any, issuable upon conversion of the notes.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements regarding certain preliminary results for the three months ended March 31, 2024, the offering of the notes and the capped call transactions, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements made in this Current Report on Form 8-K that are not statements of historical fact, including statements regarding whether the Company will offer and issue the notes and the terms of the notes, the anticipated use of proceeds from the offering, the Company's expectations in respect of granting the initial purchasers an option to purchase additional notes and expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties and/or their respective affiliates, about the Company's beliefs and expectations, and those relating to our offering of the notes and our preliminary results for the three months ended March 31, 2024, and regarding future events or our future results of operations, financial condition, business, strategies, financial needs, and the plans and objectives of management, are forward-looking statements and should be evaluated as such. These statements often include words such as "anticipate," "believe," "expect," "suggests," "plans," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast" and other similar expressions or the negatives of those terms. Forward-looking statements are based on the Company management's beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future results and are not statements of fact, actual results may differ materially from those projected. As you read and consider this Current Report on Form 8-K, you should understand that these statements are not guarantees of future performance or results.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Fourth Amendment to Credit Agreement by and among Vertex, Inc., the guarantors party thereto, PNC Bank, National Association, as administrative agent, and the lenders party, thereto, dated as of April 19, 2024. 99.1 Preliminary Results Press Release issued by Vertex, Inc., dated April 22, 2024. 99.2 Proposed Offering Press Release issued by Vertex, Inc., dated April 22, 2024. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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. VERTEX, INC. Date: April 22, 2024 By: /s/ Bryan Rowland Name: Bryan Rowland Title: General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR