Filing Analysis
Domo, Inc. has adopted a Tax Benefits Preservation Plan and declared a dividend distribution of preferred stock purchase rights to protect its Net Operating Losses (NOLs). The plan is designed to prevent an 'ownership change' under Section 382 of the Internal Revenue Code by deterring any person or group from acquiring more than 4.9% of the company's securities.
🚩 Red Flags
- Implementation of a 'Poison Pill' defense mechanism, which can be viewed by the market as a sign that management is anticipating a hostile takeover attempt.
- The plan specifically targets the preservation of Net Operating Losses (NOLs), indicating these tax assets are significant to the company's valuation.
📋 Key Facts
- Board adopted a Tax Benefits Preservation Plan on July 22, 2026.
- Dividend distribution of one preferred stock purchase right for each outstanding share of Class A and Class B common stock.
- Record Date for the rights is August 4, 2026.
- Exercise price for the Rights is $17.50 per Right.
- Rights allow holders to purchase Series A or Series B Junior Participating Preferred Stock at a 1/1000th ratio.
- The plan triggers 'Flip-in' and 'Flip-over' provisions if an 'Acquiring Person' (defined as owning 4.9% or more) is identified.
Domo, Inc. has entered into an agreement to sell substantially all of its assets and employees (the 'AI and Data Platform Business') to Progress Software Corporation for approximately $400 million. The company intends to retain its Net Operating Loss (NOL) carryforwards and is evaluating how to use the cash proceeds.
🚩 Red Flags
- Divestiture of substantially all assets/business lines, effectively stripping the core operating entity.
- Significant termination fee ($13.5M) creates high friction for competing bids.
- The company's future depends heavily on managing and utilizing retained NOLs rather than an ongoing operating business.
📋 Key Facts
- Transaction value: Approximately $400 million, subject to adjustments for cash levels and indebtedness.
- Buyer: Progress Software Corporation.
- Assets included: Substantially all assets and employees related to the AI and Data Platform Business (software platforms, analytics, AI-powered products).
- Assets excluded: Net Operating Loss (NOL) carryforwards and certain other tax attributes will be retained by Domo, Inc.
- Approval status: Majority Stockholders have already executed a written consent approving the transaction; no further stockholder vote is required.
- Termination fee: $13.5 million payable by Domo under specific circumstances (e.g., competing proposals or breach).
- Closing conditions: Subject to customary conditions including Hart-Scott Rodino antitrust clearance.
Domo, Inc. held its 2026 Annual Meeting on July 14, 2026, where shareholders voted on several key matters including director elections and auditor ratification.
📋 Key Facts
- The meeting achieved a quorum with approximately 95.86% of the voting power represented (165,310,450 votes).
- Eight nominees were elected to the Board of Directors for one-year terms: Joshua G. James, Carine S. Clark, Daniel Daniel, Jeff Kearl, Dan Strong, Renée Soto, David Jolley, and Ryan Wright.
- Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2027.
- The 'Say-On-Pay' advisory vote regarding compensation for named executive officers was approved.
Domo, Inc. announced the resignation of its Chief Technology Officer and EVP of Product, Daren Thayne, effective July 10, 2026. The company noted that it does not plan to immediately replace him due to ongoing negotiations regarding a potential transaction.
🚩 Red Flags
- Departure of a key C-suite executive (CTO) during sensitive period.
📋 Key Facts
- Daren Thayne (CTO and EVP of Product) is resigning on June 22, 2026.
- Effective date of resignation: July 10, 2026.
- Resignation is for a new executive position outside the company.
- No disagreements with the Company regarding operations, policies, or practices were reported.
- The Company does not plan to immediately replace the CTO due to 'advanced negotiations around a potential transaction'.
Domo, Inc. filed an 8-K to announce the release of its financial results for the fiscal quarter and year ended April 30, 2026. The filing serves as a cover for the press release contained in Exhibit 99.1.
📋 Key Facts
- The filing date is June 15, 2026.
- The financial results cover the period ending April 30, 2026.
- The company issued a press release (Exhibit 99.1) detailing the results of operations and financial condition.
Domo, Inc. announced its financial results for the fiscal quarter and full year ended January 31, 2026. The announcement was made via a press release furnished as an exhibit to the filing.
📋 Key Facts
- The filing reports financial results for the fiscal quarter and year ended January 31, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- A press release containing the full financial details was included as Exhibit 99.1.
- The filing was signed by Tod Crane, Chief Financial Officer, on March 10, 2026.
Domo, Inc. announced on February 19, 2026 that its Board of Directors has initiated a formal process to explore strategic alternatives to maximize shareholder value. The company simultaneously reaffirmed its fiscal year 2026 (ended January 31, 2026) guidance for revenue and non-GAAP net loss per share previously issued on December 4, 2025.
🚩 Red Flags
- Company is operating at a net loss (referenced non-GAAP net loss per share guidance), raising questions about long-term standalone viability
- Strategic alternatives process may have been triggered by inability to achieve profitability or sustain growth independently
- Reg FD disclosure structure limits legal liability — company retains maximum flexibility to abandon the process
- No details provided on what specific alternatives are being considered or whether any third-party interest already exists
📋 Key Facts
- Board of Directors has initiated a formal process to explore strategic alternatives to maximize shareholder value
- Reaffirmed FY2026 guidance (fiscal year ended January 31, 2026) for revenue and non-GAAP net loss per share, originally provided December 4, 2025
- Filed under Item 7.01 (Regulation FD) — information is not deemed 'filed' under Section 18 of the Exchange Act, limiting legal liability
- Press release issued February 19, 2026 (Exhibit 99.1)
- Signed by CFO Tod Crane
- Company is listed on Nasdaq Global Market, trading Class B Common Stock under ticker DOMO
- Incorporated in Delaware, headquartered in American Fork, UT
Domo, Inc. announced the resignation of its Chief Operating Officer, Mark Maughan, effective January 11, 2026. The departure is governed by a separation and settlement agreement involving significant cash payments and equity acceleration.
🚩 Red Flags
- Significant cash outflow ($1.5 million) related to executive departure.
- Immediate 100% acceleration of all outstanding RSUs represents a significant dilution/expense event.
- Departure of a C-suite officer (COO) can sometimes signal internal friction or strategic shifts.
📋 Key Facts
- Mark Maughan resigned as COO on January 11, 2026.
- The company will make a $1.5 million cash payment to Mr. Maughan within 30 days of the effective date.
- All outstanding Restricted Stock Units (RSUs) will undergo 100% accelerated vesting on the effective date.
- Mr. Maughan will receive an additional 245,000 fully vested RSUs over a three-year period.
- The agreement includes mutual releases of all claims and a non-compete clause during a 'Consultant Period'.
- Mr. Maughan will continue to serve as a consultant for the company.
Domo, Inc. announced that CEO Joshua G. James is reducing his duties effective December 4, 2025, to focus on health reasons. Daren Thayne, the current CTO and EVP of Product, has been appointed as Interim Principal Executive Officer.
🚩 Red Flags
- Sudden leadership transition/reduction in duties of a sitting CEO
- Health-related departure of key executive (CEO) creates uncertainty regarding long-term strategic continuity
📋 Key Facts
- CEO Joshua G. James is reducing duties effective December 4, 2025, due to health reasons.
- Daren Thayne (current CTO and EVP of Product) appointed as Interim Principal Executive Officer effective December 4, 2025.
- Mr. James will remain the Company's CEO but with reduced responsibilities.
- Interim CEO Daren Thayne continues under existing compensation arrangements.
Domo, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended October 31, 2025. The filing serves as a formal announcement of the earnings release issued on December 4, 2025.
📋 Key Facts
- Reporting period: Fiscal quarter ended October 31, 2025.
- Filing date: December 4, 2025.
- The filing includes a press release (Exhibit 99.1) containing the financial results.
Domo, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended July 31, 2025. The filing serves as a formal announcement of the earnings release issued on August 27, 2025.
📋 Key Facts
- Reporting period: Fiscal quarter ended July 31, 2025
- Filing date: August 27, 2025
- The company issued a press release (Exhibit 99.1) containing the financial results.
Domo, Inc. held its 2025 Annual Meeting on June 24, 2025, where shareholders approved the election of nine directors and ratified Ernst & Young LLP as the independent auditor for fiscal year 2026.
📋 Key Facts
- Annual Meeting held on June 24, 2025, with a quorum representing approximately 96.22% of voting power (161,168,648 votes).
- Nine director nominees were elected to one-year terms: Joshua G. James, Carine S. Clark, Daniel Daniel, Jeff Kearl, John Pestana, Dan Strong, Renée Soto, David Jolley, and Ryan Wright.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending January 31, 2026.
- Shareholders approved the compensation of named executive officers on an advisory basis ('Say-On-Pay').
- The meeting results were reported under Item 5.07.
Domo, Inc. announced its financial results for the fiscal quarter ended April 30, 2025. The filing serves as a formal announcement of quarterly earnings via an attached press release.
📋 Key Facts
- Report date: May 21, 2025
- Fiscal period covered: Quarter ended April 30, 2025
- The report includes the issuance of a press release (Exhibit 99.1) containing financial results.
- Signed by Tod Crane, Chief Financial Officer.
Domo, Inc. announced the appointment of Mark Maughan as Chief Operating Officer (COO), effective March 14, 2025. Mr. Maughan is an internal promote who has been with the company since 2015.
📋 Key Facts
- Mark Maughan appointed as Chief Operating Officer (COO) effective March 14, 2025.
- Mr. Maughan's annual base salary for 2025 increased to $345,000.
- The appointment is an internal promotion; Mr. Maughan previously served as SVP of Customer Success and Chief Analytics Officer.
- No family relationships or undisclosed related-party transactions were reported in connection with the appointment.
Domo, Inc. announced the election of Ryan Wright and David Jolley to its Board of Directors via stockholder written consent. Additionally, David Jolley resigned his position as an employee effective March 7, 2025.
🚩 Red Flags
- Simultaneous resignation from employee role and election to Board by David Jolley may indicate a shift in corporate structure or governance, though typical for some transitions.
📋 Key Facts
- Ryan Wright elected as director effective March 6, 2025.
- David Jolley elected as director effective March 7, 2025.
- David Jolley resigned his position as an employee of Domo, Inc. effective March 7, 2025.
- The election was approved by holders of 3,263,659 shares of Class A common stock and 750,385 shares of Class B common stock via written consent.
- New directors will enter into standard indemnification agreements.
Domo, Inc. filed an 8-K to announce its financial results for the fiscal year ended January 31, 2025. The filing serves as a formal announcement of the company's annual earnings release.
📋 Key Facts
- Reporting period: Fiscal year ended January 31, 2025.
- Filing date: March 6, 2025.
- The report contains results of operations and financial condition as per Item 2.02.
Domo, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended October 31, 2024. The filing serves as a formal announcement of the earnings release issued on December 5, 2024.
📋 Key Facts
- Reporting period: Fiscal quarter ended October 31, 2024.
- Filing date: December 5, 2024.
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
Domo, Inc. entered into an 'at the market' (ATM) sales agreement with Cantor Fitzgerald & Co. to facilitate the sale of Class B common stock. The program allows for the issuance of shares up to a maximum aggregate value of $150,000,000.
🚩 Red Flags
- Potential for significant shareholder dilution due to the $150M maximum offering size.
- ATM offerings can create downward pressure on stock price during the selling period.
📋 Key Facts
- Entered into a Controlled Equity Offering SM Sales Agreement on September 6, 2024.
- Counterparty: Cantor Fitzgerald & Co. acting as sales agent.
- Maximum aggregate sales proceeds: $150,000,000.
- Commission rate to Cantor Fitzgerald & Co.: 3.0% of aggregate gross proceeds.
- The offering will be conducted via an 'at the market' program under a shelf registration statement on Form S-3 filed on September 6, 2024.
Domo, Inc. announced a planned transition in its finance leadership, with Tod Crane appointed as the new CFO effective November 1, 2024, succeeding David Jolley.
🚩 Red Flags
- None identified; the departure is described as a planned transition without disagreement.
📋 Key Facts
- David Jolley resigned as CFO on August 27, 2024; he will remain with the company as a senior adviser to finance starting November 1, 2024.
- Tod Crane appointed as CFO effective November 1, 2024.
- The resignation of David Jolley is not due to any disagreements regarding Company operations, policies, or practices.
- Tod Crane's compensation includes a $400,000 base salary and a $250,000 target bonus for 2024.
- Crane received an initial equity award of 50,000 RSUs with an approximate value of $395,000.
Domo, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended July 31, 2024. The filing serves as a formal announcement of the earnings release issued on August 29, 2024.
📋 Key Facts
- Reported date: August 29, 2024
- Fiscal quarter ended: July 31, 2024
- The filing includes a press release (Exhibit 99.1) containing the financial results.
- Information provided under Item 2.02 is furnished but not filed for purposes of Section 18 liability.
Domo, Inc. entered into a Second Amendment to its Loan and Security Agreement on August 19, 2024, to refinance credit extensions and extend loan maturity dates. As part of the amendment, the company issued warrants to lenders for 1,022,918 shares of Class B common stock at an exercise price of $0.01 per share.
🚩 Red Flags
- Issuance of warrants at a nominal exercise price ($0.01) suggests significant potential dilution for existing shareholders.
- Modification of financial covenants and refinancing of debt often indicates pressure on liquidity or working capital management.
📋 Key Facts
- Date of Amendment: August 19, 2024
- Purpose: Refinance credit extensions, extend maturity date, revise interest (cash and PIK), and modify financial covenants.
- Warrants Issued: 1,022,918 shares of Class B common stock.
- Exercise Price: $0.01 per share.
- Expiration Date: August 19, 2028.
- Exemption: Issuance was exempt from registration under Section 4(a)(2) of the Securities Act.
Domo, Inc. reported the results of its 2024 Annual Meeting held on June 11, 2024. The meeting included the election of seven directors and advisory votes regarding auditor ratification and executive compensation.
📋 Key Facts
- Annual Meeting held on June 11, 2024.
- Quorum was established with approximately 95.9% of voting power represented (158,684,653 votes).
- All seven director nominees were elected to one-year terms: Joshua G. James, Carine S. Clark, Daniel Daniel, Jeff Kearl, John Pestana, Dan Strong, and Renée Soto.
- Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending January 31, 2025.
- Stockholders approved executive compensation on an advisory basis ('Say-on-Pay').
Domo, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended April 30, 2024. The filing serves as a formal announcement of the company's quarterly earnings performance.
📋 Key Facts
- Report date: May 23, 2024
- Fiscal quarter end date: April 30, 2024
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
Domo, Inc. filed an 8-K to announce its financial results for the fiscal quarter ended January 31, 2024. The filing serves as a formal announcement of the company's quarterly earnings performance.
📋 Key Facts
- The report covers the fiscal quarter ended January 31, 2024.
- Financial results were announced via press release on March 7, 2024.
- The filing is categorized under Item 2.02 (Results of Operations and Financial Condition).
Domo, Inc. entered into an amendment to its existing Loan and Security Agreement, extending the maturity date of outstanding loans to April 1, 2026. As part of this restructuring, the company issued warrants for 189,036 shares of Class B common stock at a nominal exercise price of $0.01 per share.
🚩 Red Flags
- Issuance of warrants at a nominal price ($0.01) suggests significant potential dilution for existing shareholders.
- Restructuring of debt covenants (shifting from debt ratios to revenue/EBITDA targets) often indicates the company is seeking more flexibility due to liquidity or performance pressures.
📋 Key Facts
- Amendment date: February 17, 2024
- New loan maturity date: April 1, 2026
- Warrants issued: 189,036 shares of Class B common stock
- Warrant exercise price: $0.01 per share
- Financial covenant changes: Replaced maximum debt ratio with a minimum ARR (Annualized Recurring Revenue) covenant; increased minimum liquidity threshold; added minimum EBITDA covenant.