Form 4: Zuora Director Timothy Haley's Shares Converted to Cash Following Merger

Director Timothy Haley's Zuora shares and restricted stock units were converted to cash at $10.00 per share following the merger with Zodiac Purchase, L.L.C.

Summary

• On February 14, 2025, Zuora merged with Zodiac Purchase, L.L.C., with Merger Sub merging into Zuora, and Zuora surviving as a wholly-owned subsidiary of Parent.
• As a result of the merger, Timothy Haley's Class A Common Stock was converted into the right to receive $10.00 per share in cash.
• Haley also held unvested restricted stock units (RSUs), which were converted into the right to receive cash equal to the number of shares subject to the RSU multiplied by the merger consideration of $10.00.
• The converted RSU awards will vest and become payable according to the same vesting schedule as the original RSUs.
• Haley disclaims beneficial ownership of shares held by Haley-McGourty Partners and the Haley-McCourty Family Trust except to the extent of his proportionate pecuniary interest.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive as the merger provides a defined cash value for shareholders. The document is factual and related to the completion of a previously announced transaction.

Positives

• The merger provided a cash payout of $10.00 per share for Zuora shareholders, including Timothy Haley.

Future Outlook

The document does not contain any specific forward-looking statements beyond the completion of the merger.

Industry Context

This announcement reflects a trend of acquisitions in the SaaS industry, where companies are being acquired for their technology, customer base, or market position.

Comparison to Industry Standards

• Comparable SaaS companies have been acquired at various multiples of revenue, depending on growth rate, profitability, and strategic fit.
• A $10 per share cash offer may be compared to recent SaaS acquisitions to assess whether it represents a fair premium for Zuora's shareholders.
• Other comparable companies include Xero, Salesforce, and Intuit.

Stakeholder Impact

• Shareholders received $10.00 per share in cash.
• Employees' RSUs were converted to cash, with vesting schedules remaining the same.

Key Dates