MONEYLION INC.: M&A transaction — MoneyLion completes $933M acquisition by Gen Digital; stockholders get $82/share + CVR

MONEYLION INC.

Merger closed April 17, 2025; MoneyLion now wholly owned subsidiary of Gen Digital Inc.
Stockholders received $82.00 per share cash plus one CVR entitling holder to up to $23 in Gen stock if price hits $37.50 for 30 days.
Total cash consideration approx. $933M plus ~11.6M CVRs; all directors resigned.
Warrants: reduced exercise price to $2.61 (public)/$2.57 (private) per warrant for 30 days; cashless exercise yields $3.75/$4.95 plus CVR.
MoneyLion Common Stock and Warrants delisted from NYSE; Form 15 to terminate registration.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

MONEYLION INC.: Bylaws of Merger Sub became the bylaws of the Company at the effective time of the merger.

Change: bylaw amendment

Exact text from the filing

the bylaws of Merger Sub in effect at the Effective Time became the bylaws of the Company (except that references to the name of Merger Sub were replaced by reference to the name of the Company).

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

MONEYLION INC.: Certificate of incorporation amended and restated at the effective time of the merger.

Change: charter amendment

Exact text from the filing

at the Effective Time, the certificate of incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

MONEYLION INC. underwent a change of control involving Gen Digital Inc. for $82.00 per share in cash plus one contingent value right (closed 2025-04-17).

Action: change of control
Counterparty: Gen Digital Inc.
Consideration: $82.00 per share in cash plus one contingent value right
Closing: 2025-04-17

Exact text from the filing

Section 262 of the General Corporation Law of the State of Delaware with respect thereto) was automatically cancelled, extinguished and converted into the right to receive (i) $82.00 in cash (the “ Cash Consideration ”), without interest thereon, and (ii) one contingent value right (a “ CVR ”) issued by Parent subject to and in accordance with that

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Source: SEC EDGAR

accession 0000950103-25-004975

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