Form 4: SolarWinds CEO Sudhakar Ramakrishna Disposes of Shares Following Merger

Following the merger of SolarWinds Corp with Starlight Merger Sub, Inc., CEO Sudhakar Ramakrishna disposed of shares, restricted stock units, and performance stock units in exchange for cash.

Summary

• On April 16, 2025, SolarWinds Corp completed a merger with Starlight Merger Sub, Inc., a wholly-owned subsidiary of Starlight Parent, LLC.
• As a result of the merger, Sudhakar Ramakrishna, CEO and President of SolarWinds, disposed of 897,704 shares of common stock at $18.50 per share.
• Additionally, 543,298 unvested restricted stock units (RSUs) were cancelled and converted into the right to receive a cash replacement amount.
• Furthermore, 534,349 performance stock units (PSUs) were cancelled and converted into the right to receive a cash replacement amount.
• The cash replacement amounts for both RSUs and PSUs are subject to continued service through the applicable vesting dates.

Sentiment

Score: 5

Explanation: The document primarily reports factual information about the completion of a merger and the resulting transactions. It is neutral in tone and does not express any particular sentiment.

Future Outlook

The document does not contain any specific forward-looking statements beyond the vesting of cash replacement amounts for RSUs and PSUs contingent on continued service.

Industry Context

This announcement reflects a completed merger transaction, which is a common occurrence in the technology industry as companies seek to consolidate, expand their market presence, or undergo strategic changes.

Comparison to Industry Standards

• Merger transactions in the software industry often involve a cash component, similar to the $18.50 per share offered in this deal.
• The treatment of unvested RSUs and PSUs, converting them into cash-based awards with continued vesting requirements, is a standard practice in M&A deals to retain key personnel.
• Comparable companies that have undergone similar transactions include Tibco's acquisition by Vista Equity Partners, where equity awards were also converted into cash-based incentives.

Stakeholder Impact

• Shareholders received $18.50 per share in cash.
• Employees with unvested RSUs and PSUs will receive cash replacement amounts subject to continued service.

Key Dates

Keywords

Merger, SolarWinds, Ramakrishna, Shares, RSUs, PSUs, Disposition, Starlight Merger Sub, Cash Replacement