MeridianLink Files 8-K: Material Agreement, Financials

TL;DR

MLNK entered a material definitive agreement, filed financials. Watch for impact.

AI Summary

On August 11, 2025, MeridianLink, Inc. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures and financial statements/exhibits. MeridianLink, Inc. is incorporated in Delaware and its principal executive offices are located in Irvine, California.

Why It Matters

This 8-K filing indicates MeridianLink, Inc. has entered into a significant agreement, which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Numbers

• 001-40680 — SEC File Number (Identifies the company's filing history with the SEC.)
• 82-4844620 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• MeridianLink, Inc. (company) — Registrant
• August 11, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Irvine, CA (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share MLNK The New York Stock E
• $20.00 — o receive an amount of in cash equal to $20.00 (the "Merger Consideration"), without i
• $0 — ) each share of common stock, par value $0.01, of Merger Sub issued and outstandin
• $0.01 — to one share of common stock, par value $0.01 per share, of the Surviving Corporation
• $47,700,000 — ired to pay Parent a termination fee of $47,700,000 on termination of the Merger Agreement
• $98,600,000 — is required to pay a termination fee of $98,600,000 to the Company upon termination of the
• $961,000,000 — the Merger Agreement and include (i) a $961,000,000 senior secured first lien term loan, (i
• $150,000,000 — or secured first lien term loan, (ii) a $150,000,000 senior secured first lien revolving cre
• $250,000,000 — n revolving credit facility and (iii) a $250,000,000 senior secured first lien delayed draw

Filing Documents

• d949966d8k.htm (8-K) — 57KB
• d949966dex21.htm (EX-2.1) — 506KB
• d949966dex101.htm (EX-10.1) — 80KB
• d949966dex991.htm (EX-99.1) — 22KB
• 0001193125-25-177535.txt ( ) — 943KB
• mlnk-20250811.xsd (EX-101.SCH) — 3KB
• mlnk-20250811_lab.xml (EX-101.LAB) — 18KB
• mlnk-20250811_pre.xml (EX-101.PRE) — 11KB
• d949966d8k_htm.xml (XML) — 4KB

From the Filing

8-K 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): August 11, 2025 MeridianLink, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40680 82-4844620 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1 Venture , Suite 235 Irvine , CA 92618 (Address of principal executive offices and Zip Code) (714) 708-6950 (Registrant's telephone number, including area code) Not Applicable (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 Common Stock, par value $0.001 per share MLNK The New York Stock Exchange 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. Item1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On August 11, 2025, MeridianLink, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with ML Holdco, LLC, a Delaware limited liability company ("Parent") and ML Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). The Merger Agreement was unanimously approved by the board of directors of the Company (the "Board"). The Merger Agreement provides that, among other things and on the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (a) each share of common stock of the Company, par value $0.001 per share (the "Company Common Stock") (other than (i) shares of Company Common Stock (x) held in the treasury of the Company, or (y) that immediately prior to the Effective Time were owned by Parent or Merger Sub or any of their direct or indirect subsidiaries (collectively, the "Excluded Shares"), and (ii) shares of Company Common Stock outstanding immediately prior to the Effective Time that are held by a holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL) will be automatically canceled and converted into the right to receive an amount of in cash equal to $20.00 (the "Merger Consideration"), without interest, (b) each Excluded Share will cease to be outstanding and be cancelled without payment of any consideration payment of any consideration therefor and cease to exist and (c) each share of common stock, par value $0.01, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. Treatment of Company Equity Awards and Company ESPP At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, each option to purchase shares of Company Common Stock (each, a "Company Option"), whether vested or unvested, that is outstanding and unexercised as of immediately prior to the Effective Time and has a per share exercise price that is less than the Merger Consideration (each an "In-the-Money Company Option") shall fully vest, be cancelled as of the Effective Time and, in exchange therefore, each such holder of any such In-the-Money Company Option shall have the right to receive, without interest and subject to deduction for any required withholding under applicable tax law, an amount in cash equal to (i) the aggregate number of shares of Company Common Stock underlying such I

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View this 8-K filing on SEC EDGAR