secwatch / observer
8-K filed February 27, 2025, 6:59 PM ET CIK 0001720671
M&A confidence high sentiment neutral materiality 1.00

HashiCorp, Inc.: M&A transaction — IBM completes $6.4B acquisition of HashiCorp at $35/share; HashiCorp delisted from Nasdaq

HashiCorp, Inc.

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

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

David McJannet

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
Appointed

Jose Pires

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
Appointed

Sarah Sisney

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp
Appointed

J. Eric Reed

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp
Appointed

Michael Barbosa

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
Appointed

Mark Hobbert

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
Departed

Paul Warenski

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Paul Warenski and Werner Schwok, each of whom was an officer of HashiCorp as of immediately prior to the Effective Time, ceased to be an officer of HashiCorp
Departed

David Henshall

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
Departed

David McJannet

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Paul Warenski and Werner Schwok, each of whom was an officer of HashiCorp as of immediately prior to the Effective Time, ceased to be an officer of HashiCorp
Departed

Sigal Zarmi

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
Departed

Glenn Solomon

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
Departed

Susan St. Ledger

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
Appointed

Hiroki Minawa

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp
Appointed

Sarah Sisney

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
Departed

Armon Memaran-Dadgar

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
Appointed

Tarun Chopra

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
Departed

Werner Schwok

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Paul Warenski and Werner Schwok, each of whom was an officer of HashiCorp as of immediately prior to the Effective Time, ceased to be an officer of HashiCorp
Appointed

Pam McMinn

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
Appointed

Catherine Buckley

Other Named Officer
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
Departed

Todd Ford

Director
HashiCorp, Inc.
Effective
2025-02-27
Filed
February 27, 2025, 6:59 PM ET
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

David McJannet departed as Director at HashiCorp, Inc..

Action
ceased
Role
Director
Exact text from the filing
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jose Pires was appointed as other_named_officer at HashiCorp, Inc..

Action
became
Exact text from the filing
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sarah Sisney was appointed as Director at HashiCorp, Inc..

Action
became
Role
Director
Exact text from the filing
Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

J. Eric Reed was appointed as Director at HashiCorp, Inc..

Action
became
Role
Director
Exact text from the filing
Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michael Barbosa was appointed as other_named_officer at HashiCorp, Inc..

Action
became
Exact text from the filing
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Mark Hobbert was appointed as other_named_officer at HashiCorp, Inc..

Action
became
Exact text from the filing
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Paul Warenski departed as other_named_officer at HashiCorp, Inc..

Action
ceased
Exact text from the filing
David McJannet, Paul Warenski and Werner Schwok, each of whom was an officer of HashiCorp as of immediately prior to the Effective Time, ceased to be an officer of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

David Henshall departed as Director at HashiCorp, Inc..

Action
ceased
Role
Director
Exact text from the filing
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

David McJannet departed as other_named_officer at HashiCorp, Inc..

Action
ceased
Exact text from the filing
David McJannet, Paul Warenski and Werner Schwok, each of whom was an officer of HashiCorp as of immediately prior to the Effective Time, ceased to be an officer of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sigal Zarmi departed as Director at HashiCorp, Inc..

Action
ceased
Role
Director
Exact text from the filing
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Glenn Solomon departed as Director at HashiCorp, Inc..

Action
ceased
Role
Director
Exact text from the filing
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Susan St. Ledger departed as Director at HashiCorp, Inc..

Action
ceased
Role
Director
Exact text from the filing
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Hiroki Minawa was appointed as Director at HashiCorp, Inc..

Action
became
Role
Director
Exact text from the filing
Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Sarah Sisney was appointed as other_named_officer at HashiCorp, Inc..

Action
became
Exact text from the filing
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Armon Memaran-Dadgar departed as Director at HashiCorp, Inc..

Action
ceased
Role
Director
Exact text from the filing
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Tarun Chopra was appointed as other_named_officer at HashiCorp, Inc..

Action
became
Exact text from the filing
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Werner Schwok departed as other_named_officer at HashiCorp, Inc..

Action
ceased
Exact text from the filing
David McJannet, Paul Warenski and Werner Schwok, each of whom was an officer of HashiCorp as of immediately prior to the Effective Time, ceased to be an officer of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Pam McMinn was appointed as other_named_officer at HashiCorp, Inc..

Action
became
Exact text from the filing
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Catherine Buckley was appointed as other_named_officer at HashiCorp, Inc..

Action
became
Exact text from the filing
Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Todd Ford departed as Director at HashiCorp, Inc..

Action
ceased
Role
Director
Exact text from the filing
David McJannet, Armon Memaran-Dadgar, Glenn Solomon, Susan St. Ledger, Todd Ford, Sigal Zarmi and David Henshall, each of whom was a director of HashiCorp as of immediately prior to the Effective Time, ceased to be a director of HashiCorp
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HashiCorp, Inc.: Bylaws amended and restated effective upon completion of the merger.

Change
bylaw amendment
Exact text from the filing
Effective upon completion of the Merger, the bylaws of HashiCorp, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HashiCorp, Inc.: Certificate of incorporation amended and restated effective upon completion of the merger.

Change
charter amendment
Exact text from the filing
Effective upon completion of the Merger, the certificate of incorporation of HashiCorp, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation filed herewith as Exhibit 3.1
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

HashiCorp, Inc. underwent a change of control involving International Business Machines Corporation for $35.00 in cash (closed 2025-02-27).

Action
change of control
Counterparty
International Business Machines Corporation
Consideration
$35.00 in cash
Closing
2025-02-27
Exact text from the filing
prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) was automatically canceled and converted into the right to receive $35.00 in cash, without interest (the “Per Share Price”), subject to applicable withholding taxes. The information set forth in this Introductory Note is incorporated by reference into
View on SEC.gov

59 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR
accession 0001193125-25-037910
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