Form 4: SolarWinds EVP, CFO, and Treasurer Lewis Black Disposes of Shares in Merger

Lewis Black, EVP, CFO, and Treasurer of SolarWinds, disposed of 426,431 shares of common stock due to the merger with Starlight Parent, LLC, receiving $18.50 per share.

Summary

• Lewis Black, the EVP, CFO, and Treasurer of SolarWinds, filed a Form 4 indicating changes in beneficial ownership.
• The filing reports the disposal of 426,431 shares of SolarWinds common stock due to the merger with Starlight Parent, LLC.
• The merger, effective April 16, 2025, involved Starlight Merger Sub, Inc. merging with SolarWinds, with SolarWinds surviving as a wholly-owned subsidiary of Parent.
• Each share of SolarWinds common stock was converted into the right to receive $18.50 in cash.
• The disposed shares include unvested restricted stock units (RSUs) which were converted into the right to receive a cash replacement amount.
• The cash replacement amount will vest and be payable according to the original vesting schedule of the RSUs, contingent upon continued service.

Sentiment

Score: 6

Explanation: Neutral sentiment as it reports a standard transaction (merger completion) with no inherent positive or negative implications beyond the expected financial outcome for the reporting person.

Future Outlook

The cash replacement RSU amount will vest and be payable at the time when the RSU awards for which the Cash Replacement RSU Unvested Amounts were exchanged would have vested pursuant to the terms thereof, subject to the Reporting Person's 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 market share, or undergo strategic realignments. Mergers often result in changes in ownership and management structures.

Stakeholder Impact

• Shareholders received $18.50 per share as a result of the merger.
• Employees with unvested RSUs will receive a cash replacement amount that vests according to the original schedule, contingent on continued service.

Key Dates

Keywords

SolarWinds, Merger, Form 4, Beneficial Ownership, Lewis Black, Starlight Parent, Shares, RSU, Disposition