--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-22-078774" form_type: "8-K" ticker: null cik: "0001762322" company_name: "SHIFT TECHNOLOGIES, INC." filed_at: "2022-12-09T23:59:59+00:00" generated_at: "2026-06-21T06:52:01.784751+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Shift Technologies closes merger with CarLotz; issues ~84.4M shares as consideration ## Summary - Merger closed Dec 9, 2022; CarLotz shareholders received ~0.705 Shift shares per share. - Shift issued ~84.4 million shares of common stock as merger consideration. - Board changes: Krikorian and Patel resigned; Sheehy, Skinner, Solorzano appointed. - Stockholders approved share issuance (98.1% for) and reverse stock split (52% for). - Combined company trades under SFT on Nasdaq. ## SEC filing metadata - accession: 0001213900-22-078774 - form_type: 8-K - cik: 0001762322 - company_name: SHIFT TECHNOLOGIES, INC. - filed_at: 2022-12-09T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 2.01, 5.02, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/ea169910-8k_shifttech.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-22-078774 - JSON: https://secwatch.observer/filing/0001213900-22-078774.json - Plain text: https://secwatch.observer/filing/0001213900-22-078774.txt ## Key facts - Executive change Elizabeth Sheehy was appointed as Director at SHIFT TECHNOLOGIES, INC.. - Action: appointed - Role: Director source text: In connection with the election of Mr. Skinner and Ms. Sheehy to the Board, the Board resolved that Mr. Skinner will serve as a member of the Audit Committee and Leadership Development, Compensation and Governance Committee, and Ms. Sheehy will serve as the Chair of the Audit Committee. evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - Executive change Manish Patel resigned as Director at SHIFT TECHNOLOGIES, INC.. - Action: resigned - Role: Director source text: each of Jason Krikorian and Manish Patel, members of the Board, informed Shift of their decision to resign as a director of Shift, effective upon the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - Executive change Thomas Skinner was appointed as Director at SHIFT TECHNOLOGIES, INC.. - Action: appointed - Role: Director source text: In connection with the election of Mr. Skinner and Ms. Sheehy to the Board, the Board resolved that Mr. Skinner will serve as a member of the Audit Committee and Leadership Development, Compensation and Governance Committee, and Ms. Sheehy will serve as the Chair of the Audit Committee. evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - Executive change Victoria McInnis was appointed as Lead Director at SHIFT TECHNOLOGIES, INC.. - Action: appointed - Role: Lead Director source text: the Board appointed Victoria McInnis to replace Mr. Krikorian as Lead Director of the Board, effective December 9, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - Executive change George Solorzano was appointed as Director at SHIFT TECHNOLOGIES, INC.. - Action: appointed - Role: Director source text: Each of Mr. Solorzano, Mr. Skinner and Ms. Sheehy is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - Executive change Jason Krikorian resigned as Director at SHIFT TECHNOLOGIES, INC.. - Action: resigned - Role: Director source text: each of Jason Krikorian and Manish Patel, members of the Board, informed Shift of their decision to resign as a director of Shift, effective upon the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - M&A Transactions SHIFT TECHNOLOGIES, INC. completed an acquisition involving CarLotz, Inc. for 0.705241 shares of Shift Common Stock per share of CarLotz Common Stock (closed 2022-12-09). - Action: acquisition - Counterparty: CarLotz, Inc. - Consideration: 0.705241 shares of Shift Common Stock per share of CarLotz Common Stock - Closing: 2022-12-09 source text: CarLotz Common Stock ”) (other than CarLotz Common Stock owned or held in treasury by CarLotz, which was cancelled for no consideration) was converted into the right to receive 0.705241 (the “ Exchange Ratio ”) of a share of Class A common stock, par value $0.0001 per share, of Shift (“ Shift Common Stock ”), rounded up to the nearest whole share for any evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - Shareholder Votes SHIFT TECHNOLOGIES, INC. shareholders approved Approval of the issuance of shares of Shift Common Stock to stockholders of CarLotz in connection with the Merger at the 2022-12-07 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2022-12-07 source text: 1. The Share Issuance Proposal. With respect to the approval of the Share Issuance Proposal, the votes were as follows: For Against Abstain Broker Non-Votes 45,511,244 896,386 43,408 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm - Shareholder Votes SHIFT TECHNOLOGIES, INC. shareholders approved Approval of an amendment to the Second Amended and Restated Certificate of Incorporation of Shift to effect a reverse stock split at a ratio within a range of 1-for-5 and 1-for-10 at the 2022-12-07 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2022-12-07 source text: 2. Reverse Stock Split Proposal. With respect to the approval of the Reverse Stock Split Proposal, the votes were as follows: For Against Abstain Broker Non-Votes 44,631,907 1,706,265 112,866 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1762322/000121390022078774/0001213900-22-078774-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.