10-K/A: SolarWinds Files Amendment No. 1 to Form 10-K Following Merger Completion

SolarWinds files an amendment to its 2024 Annual Report on Form 10-K to include information required by Part III, following its merger with Starlight Parent, LLC.

Summary

• SolarWinds Corporation filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The amendment includes information required by Part III of Form 10-K, which was not included in the original filing.
• The filing is related to the merger of SolarWinds with Starlight Parent, LLC, which closed on April 16, 2025.
• The disclosures in the amendment relate to the company prior to the closing of the merger.
• The company's common stock was voluntarily delisted from the New York Stock Exchange on April 16, 2025.
• SolarWinds intends to file a Form 15 with the SEC to deregister its common stock, suspending its obligations to file certain reports.
• After filing this amendment, SolarWinds does not intend to file any further reports under the Exchange Act.
• The document details information about the company's directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees.

Sentiment

Score: 6

Explanation: The document is a regulatory filing and primarily contains factual information. The sentiment is neutral, reflecting standard corporate reporting.

Positives

• Stockholders approved the Say-on-Pay proposal with approximately 98% of the votes cast in favor of the proposal.
• The compensation committee believes that the balanced utilization of the various elements of our executive compensation program supports the achievement of revenue growth, earnings and cash performance in variable economic and industry conditions without undue risk.

Future Outlook

After filing this amendment, the Company no longer intends to file any reports under the Exchange Act.

Industry Context

The document provides insight into executive compensation and corporate governance practices within the technology sector, particularly for companies undergoing mergers and acquisitions. It also highlights the trend of companies delisting from exchanges following significant corporate events.

Comparison to Industry Standards

• The compensation peer group was selected from companies that provide internet service or software and services, or enterprise software applications that are headquartered in the United States.
• The compensation committee focused on peers that are approximately 0.3 to 3.0 times our estimated prior year revenue and/or have a market capitalization rate of 0.25 to 4.0 times that of our own 30 trading day average market capitalization.
• The competitive market data included compensation information specific to the peer group described below from publicly filed documents, including percentiles and other data aggregated across this information, and aggregated data across a broader set of technology companies.
• The compensation peer group consisted of companies such as NetScout Systems, Inc., JAMF, Box, Inc., Teradata Corporation, Software AG, Progress Software Corporation, Pagerduty, Qualys, Inc., CCC Intelligent Solutions, Tenable Holdings, Inc., Dynatrace, Inc., New Relic, Inc., PowerSchool, Verint Systems Inc., Commvault Systems, Inc., Rapid7, Varonis Systems, Inc., Vertex, Fortinet, Inc., Blackbaud, Concensus Cloud Solutions, and N-able, Inc.

Management Changes

Related Party Transactions

• From time to time in the ordinary course of business we engage in arms-length transactions with other portfolio companies of our Sponsors or other companies in which members of our Board or our executive officers have professional relationships.
• In connection with the completion of the Spin-Off of N-able on July 19, 2021, the Company entered into several agreements with N-able that, among other things, provide a framework for the Company's relationship with N-able after the Spin-Off.
• We entered into a registration rights agreement dated February 5, 2016, with the Sponsors and other stockholders named therein, or registration rights agreement.
• We are party to an amended and restated stockholders agreement, as amended, or the stockholders agreement, with the Sponsors, as well as other investors named therein.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding the company's financial performance, executive compensation, and corporate governance.
• Employees: The document details executive compensation and benefits, which may impact employee morale and perception of fairness.
• Customers: The merger and subsequent changes may indirectly affect customer relationships and service quality.
• Suppliers: The company's financial health and strategic direction could influence supplier relationships and contract terms.

Next Steps

• The company will file a Form 15 with the SEC to effect the deregistration of its common stock under the Securities Exchange Act of 1934.
• The company no longer intends to file any reports under the Exchange Act.

Key Dates

Keywords

SolarWinds, Form 10-K/A, Merger, Executive Compensation, Corporate Governance, Directors, Financials, Amendment