--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-003385" form_type: "8-K" ticker: null cik: "0001557127" company_name: "UserTesting, Inc." filed_at: "2023-01-12T23:59:59+00:00" generated_at: "2026-06-20T15:59:35.744788+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Thoma Bravo and Sunstone complete $1.3B acquisition of UserTesting at $7.50/share ## Summary - All-cash deal valued at ~$1.3B; stockholders receive $7.50 per share. - Merger approved by stockholders on Jan 10, 2023: 122.5M for, 4.6M against. - Trading halted and common stock delisted from NYSE on Jan 12, 2023. - UserTesting will combine with UserZoom; CEO Andy MacMillan to lead combined company. - All directors resigned; new directors from Merger Sub appointed; charter and bylaws amended. ## SEC filing metadata - accession: 0001104659-23-003385 - form_type: 8-K - cik: 0001557127 - company_name: UserTesting, Inc. - filed_at: 2023-01-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/tm232919d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-003385 - JSON: https://secwatch.observer/filing/0001104659-23-003385.json - Plain text: https://secwatch.observer/filing/0001104659-23-003385.txt ## Key facts - Executive change Andrew Braccia departed as Director at UserTesting, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Executive change Tatyana Mamut departed as Director at UserTesting, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Executive change Cynthia Russo departed as Director at UserTesting, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Executive change Shannon Nash departed as Director at UserTesting, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Executive change Darrell Benatar departed as Director at UserTesting, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Executive change Andy MacMillan departed as Director at UserTesting, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Executive change Alexander Wong departed as Director at UserTesting, Inc.. - Action: ceased - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, each of Andy MacMillan, Darrell Benatar, Andrew Braccia, Tatyana Mamut, Shannon Nash, Cynthia Russo and Alexander Wong ceased to be directors of the Company and members of any committee of the Board, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Governance Changes UserTesting, Inc.: Certificate of incorporation was amended and restated in its entirety. - Change: charter amendment source text: upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Governance Changes UserTesting, Inc.: Bylaws were amended and restated in their entirety. - Change: bylaw amendment source text: upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - M&A Transactions UserTesting, Inc. underwent a change of control involving Thunder Holdings, LLC (affiliates of Thoma Bravo) and Sunstone Partners for $7.50 per share in cash (closed 2023-01-12). - Action: change of control - Counterparty: Thunder Holdings, LLC (affiliates of Thoma Bravo) and Sunstone Partners - Consideration: $7.50 per share in cash - Closing: 2023-01-12 source text: stockholders at the Special Meeting of Stockholders held on January 10, 2023. With the completion of the transaction, UserTesting stockholders are entitled to receive $7.50 per share in cash for each share of UserTesting common stock they owned. UserTesting’s common stock has ceased trading and will be delisted from the New York Stock Exchange. As evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm - Shareholder Votes UserTesting, Inc. shareholders approved Adopt the Merger Agreement at the 2023-01-10 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-01-10 source text: The following votes were cast at the Special Meeting (in person or by proxy) and the Merger Agreement Proposal was approved: Votes For Votes Against Abstentions 122,477,977 4,629,647 38,639 evidence_url: https://www.sec.gov/Archives/edgar/data/1557127/000110465923003385/0001104659-23-003385-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.