--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-037910" form_type: "8-K" ticker: null cik: "0001720671" company_name: "HashiCorp, Inc." filed_at: "2025-02-27T23:59:59+00:00" generated_at: "2026-05-26T02:15:37.067299+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # IBM completes $6.4B acquisition of HashiCorp at $35/share; HashiCorp delisted from Nasdaq ## Summary - Merger closed Feb 27, 2025; each HashiCorp share converted into $35 cash, no interest. - Enterprise value of $6.4B; HashiCorp becomes wholly owned subsidiary of IBM. - HashiCorp common stock delisted from Nasdaq; trading suspended before Feb 27 open. - All HashiCorp directors and named officers (Dave McJannet, Paul Warenski, Werner Schwok) replaced by IBM appointees. - HashiCorp equity awards canceled or converted into IBM RSUs per merger agreement. ## SEC filing metadata - accession: 0001193125-25-037910 - form_type: 8-K - cik: 0001720671 - company_name: HashiCorp, Inc. - filed_at: 2025-02-27T23:59:59+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, 5.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/d898526d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-037910 - JSON: https://secwatch.observer/filing/0001193125-25-037910.json - Plain text: https://secwatch.observer/filing/0001193125-25-037910.txt ## Key facts - Executive change David McJannet departed as Director at HashiCorp, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Jose Pires was appointed as other_named_officer at HashiCorp, Inc.. - Action: became source text: Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Sarah Sisney was appointed as Director at HashiCorp, Inc.. - Action: became - Role: Director source text: Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change J. Eric Reed was appointed as Director at HashiCorp, Inc.. - Action: became - Role: Director source text: Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Michael Barbosa was appointed as other_named_officer at HashiCorp, Inc.. - Action: became source text: Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Mark Hobbert was appointed as other_named_officer at HashiCorp, Inc.. - Action: became source text: Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Paul Warenski departed as other_named_officer at HashiCorp, Inc.. - Action: ceased source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change David Henshall departed as Director at HashiCorp, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change David McJannet departed as other_named_officer at HashiCorp, Inc.. - Action: ceased source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Sigal Zarmi departed as Director at HashiCorp, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Glenn Solomon departed as Director at HashiCorp, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Susan St. Ledger departed as Director at HashiCorp, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Hiroki Minawa was appointed as Director at HashiCorp, Inc.. - Action: became - Role: Director source text: Hiroki Minawa, J. Eric Reed and Sarah Sisney became the directors of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Sarah Sisney was appointed as other_named_officer at HashiCorp, Inc.. - Action: became source text: Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Armon Memaran-Dadgar departed as Director at HashiCorp, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Tarun Chopra was appointed as other_named_officer at HashiCorp, Inc.. - Action: became source text: Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Werner Schwok departed as other_named_officer at HashiCorp, Inc.. - Action: ceased source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Pam McMinn was appointed as other_named_officer at HashiCorp, Inc.. - Action: became source text: Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Catherine Buckley was appointed as other_named_officer at HashiCorp, Inc.. - Action: became source text: Tarun Chopra, Jose Pires, Mark Hobbert, Sarah Sisney, Michael Barbosa, Pam McMinn and Catherine Buckley became officers of HashiCorp evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Executive change Todd Ford departed as Director at HashiCorp, Inc.. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Governance Changes HashiCorp, Inc.: Bylaws amended and restated effective upon completion of the merger. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - Governance Changes HashiCorp, Inc.: Certificate of incorporation amended and restated effective upon completion of the merger. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1720671/000119312525037910/0001193125-25-037910-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.