{"schema_version":"secwatch.filing_event.v1","accession":"0000950142-25-000239","form_type":"8-K","ticker":null,"cik":"0001468666","company_name":"SecureWorks Corp","filed_at":"2025-02-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:03.714682+00:00","generated_at":"2026-05-27T03:57:17.710064+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Sophos completes acquisition of SecureWorks for $859M; $8.50/share cash, premium 28%","bullets":["All-cash transaction valued at ~$859M; SecureWorks shareholders receive $8.50 per share (28% premium to 90-day VWAP).","SecureWorks common stock ceased trading on Nasdaq; company becomes wholly owned subsidiary of Sophos (backed by Thoma Bravo).","Board of directors replaced: Michael Dell, William Cary, and others resigned; Donald Blach, James Dildine, Ira Heffan, Joseph Levy appointed.","Sophos now claims to be the leading pure-play MDR provider, supporting >28,000 organizations globally.","Credit agreement with Dell USA L.P. terminated concurrently with closing."],"urls":{"canonical":"https://secwatch.observer/filing/0000950142-25-000239","json":"https://secwatch.observer/filing/0000950142-25-000239.json","markdown":"https://secwatch.observer/filing/0000950142-25-000239.md","text":"https://secwatch.observer/filing/0000950142-25-000239.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/0000950142-25-000239-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/eh250585750_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-27T03:57:17.710064+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4bb750f68f","claim":"William Cary resigned as Director at SecureWorks Corp.","evidence_excerpt":"each of Michael S. 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Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/0000950142-25-000239-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"9806ca699a","claim":"Michael S. Dell resigned as Director at SecureWorks Corp.","evidence_excerpt":"each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. 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Pati resigned as Director at SecureWorks Corp.","evidence_excerpt":"each of Michael S. Dell, William Cary, Pamela Daley, Mark J. Hawkins, Kyle Paster, Wendy Thomas and Yagyensh C. Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/0000950142-25-000239-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c1548c57cd","claim":"Donald Blach was appointed as Director at SecureWorks Corp.","evidence_excerpt":"Donald Blach, James Dildine, Ira Heffan and Joseph Levy became directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/0000950142-25-000239-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f3480ef29d","claim":"James Dildine was appointed as Director at SecureWorks Corp.","evidence_excerpt":"Donald Blach, James Dildine, Ira Heffan and Joseph Levy became directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/0000950142-25-000239-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"f7f33c0e2b","claim":"Ira Heffan was appointed as Director at SecureWorks Corp.","evidence_excerpt":"Donald Blach, James Dildine, Ira Heffan and Joseph Levy became directors of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/0000950142-25-000239-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ffba308229","claim":"Wendy Thomas resigned as Director at SecureWorks Corp.","evidence_excerpt":"each of Michael S. 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Pati resigned from his or her respective position as a member of the Company’s Board of Directors, and any committee thereof","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/0000950142-25-000239-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"18c65c1284e811c01e5400ddf42e3fa6e883f212","claim":"SecureWorks Corp underwent a change of control involving Sophos Inc. for $8.50 per share in cash (closed 2025-02-03).","evidence_excerpt":"wholly owned subsidiaries or (iii) owned by any direct or indirect wholly owned subsidiary of the Company) was converted into the right to receive cash in an amount equal to $8.50, without interest thereon and less any applicable Tax withholdings (the “Per Share Amount”). Pursuant to the Merger Agreement, at the Effective Time, by virtue of the Merger: (i)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1468666/000095014225000239/0000950142-25-000239-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Sophos Inc."},{"label":"Consideration","value":"$8.50 per share in cash"},{"label":"Closing","value":"2025-02-03"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}