The pill deters passive accumulation above 4.9% and signals management's intent to preserve NOLs. Monitor for any Schedule 13D filings that could indicate activist interest—the 4.9% trigger is unusually low and may be tested. No near-term trading catalyst from this filing alone.
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Executive Summary
Domo adopted a Tax Benefits Preservation Plan (poison pill) to protect its net operating losses (NOLs) from an ownership change under Section 382 of the Internal Revenue Code. The plan triggers at 4.9% beneficial ownership, expires July 20, 2029, and includes standard flip-in and flip-over provisions. This is a routine defensive governance filing with no immediate financial impact.
Key Facts
- Adopted NOL poison pill with 4.9% beneficial ownership trigger
- Rights exercise price set at $17.50 per right
- Plan expires July 20, 2029, unless redeemed, exchanged, or NOLs utilized
- Creates Series A and Series B Junior Participating Preferred Stock (3,264 and 500,000 shares authorized)
- Exempts existing 5% holders as of announcement date, officers, directors, employee benefit plans
Financial Impact
No financial figures disclosed; NOLs are described as 'valuable assets' but no dollar amount provided
Risk Factors
- Pill could discourage value-creating activist or strategic investments
- If NOLs are smaller than implied, pill may be overkill and create unnecessary overhang
- Board retains broad discretion to grant exemptions, creating uncertainty for potential acquirers
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001104659-26-085881 |
| Document: 0001104659-26-085881-index-headers.html | 0001104659-26-085881 |
| Document: 0001104659-26-085881-index.html | 0001104659-26-085881 |
| Document: 0001104659-26-085881.txt | 0001104659-26-085881 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 22, 2026 13w ago | 8-K | $3.95 | awaiting T+60 | — | — |
Jun 25, 2026 17w ago | 8-K | $2.94 $3.72 | ▲ +26.53% | ▲ +22.05% | — |
Jun 24, 2026 17w ago | Insider Cluster | $2.44 $3.76 | ▼ −54.10% | ▼ −50.37% | — |
Jun 24, 2026 17w ago | 144 | $2.44 $3.76 | ▲ +54.10% | ▲ +50.37% | — |
Jun 15, 2026 19w ago | 8-K | $2.05 $3.78 | ▲ +84.39% | ▲ +83.39% | — |
Jun 11, 2026 19w ago | Institutional Cluster | $2.96 $3.88 | ▲ +31.08% | ▲ +26.69% | — |
Jun 1, 2026 21w ago | DEFA14A | $4.28 $3.78 | ▼ −11.68% | ▼ −12.80% | — |
US Market Status
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