{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-110556","form_type":"8-K","ticker":null,"cik":"0001816233","company_name":"Sharecare, Inc.","filed_at":"2024-10-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:09.791459+00:00","generated_at":"2026-05-30T11:45:15.374517+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Altaris completes acquisition of Sharecare for $1.43 per share; stock delisted from Nasdaq","bullets":["Acquisition closed Oct 22, 2024; shareholders receive $1.43 per share in cash.","Sharecare common stock and warrants ceased trading on Nasdaq and will be deregistered.","Founder Jeff Arnold rolled over majority of equity; Claritas rolled over all equity holdings.","Leadership team remains; company operates as a private subsidiary under Altaris.","Board resigned; Nicholas Fulco and Charles Mullens appointed as directors."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-110556","json":"https://secwatch.observer/filing/0001104659-24-110556.json","markdown":"https://secwatch.observer/filing/0001104659-24-110556.md","text":"https://secwatch.observer/filing/0001104659-24-110556.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/tm2426613d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-30T11:45:15.374517+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":"007550aa66","claim":"Charles Mullens was appointed as director at Sharecare, Inc..","evidence_excerpt":"At the Effective Time, Nicholas Fulco and Charles Mullens, who were the directors of Merger Sub immediately prior to the Effective Time, became the directors of Sharecare.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"0907775850","claim":"Nicholas Fulco was appointed as director at Sharecare, Inc..","evidence_excerpt":"At the Effective Time, Nicholas Fulco and Charles Mullens, who were the directors of Merger Sub immediately prior to the Effective Time, became the directors of Sharecare.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.95,"family_label":"Executive 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Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"6d71e144f1","claim":"Alan Mnuchin resigned as director at Sharecare, Inc..","evidence_excerpt":"Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.","evidence_source":"SEC 8-K Item 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Inc..","evidence_excerpt":"Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"a8329f80d8","claim":"Rajeev Ronanki resigned as director at Sharecare, Inc..","evidence_excerpt":"Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.","evidence_source":"SEC 8-K Item 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Inc..","evidence_excerpt":"Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"cd50638382","claim":"Ken Goulet resigned as director at Sharecare, Inc..","evidence_excerpt":"Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.","evidence_source":"SEC 8-K Item 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Inc..","evidence_excerpt":"Jeff Allred, Jeff Arnold, John Chadwick, Sandro Galea, Ken Goulet, Brent Layton, Veronica Mallett, Alan Mnuchin, Rajeev Ronanki, Jeff Sagansky and Nicole Torraco each resigned from the Board and from any and all committees of the Board on which they served.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"}],"fact_type":"executive_change"},{"claim_id":"ed4a92baeda08c91c08639d41db63238338082cd","claim":"Sharecare, Inc.: Amendment and restatement of the Fourth Amended and Restated Certificate of Incorporation as the Fifth Amended and Restated Certificate of Incorporation in connection with the Merger.","evidence_excerpt":"Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Fourth Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety as the Fifth Amended and Restated Certificate of Incorporation of the Company (the “ Charter ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"fee1b2c75e94705101a2ec79917e5d1aa73d436e","claim":"Sharecare, Inc.: Amendment and restatement of the Second Amended and Restated Bylaws in their entirety to be in the form of Merger Sub's bylaws, with name references changed, in connection with the Merger.","evidence_excerpt":"Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s Second Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “ Bylaws ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"a021b7789c75bf81cffe3630062eb42c4121ddea","claim":"Sharecare, Inc. underwent a change of control involving Altaris, LLC for $1.43 per share in cash (closed 2024-10-22).","evidence_excerpt":"the completion of its acquisition by Altaris, LLC (collectively with its managed funds, “Altaris”), an investment firm exclusively focused on the healthcare industry, for $1.43 per share in cash. The transaction was announced on June 21, 2024, and received approval from stockholders on October 17, 2024. As a result of the acquisition, Sharecare’s common","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1816233/000110465924110556/0001104659-24-110556-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Altaris, LLC"},{"label":"Consideration","value":"$1.43 per share in cash"},{"label":"Closing","value":"2024-10-22"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}