--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-023743" form_type: "8-K" ticker: null cik: "0001747748" company_name: "Qualtrics International Inc." filed_at: "2023-06-28T23:59:59+00:00" generated_at: "2026-06-13T15:36:57.833152+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Silver Lake completes $18.15/share acquisition of Qualtrics; stock delisted from Nasdaq ## Summary - Shareholders receive $18.15 cash per share; NASDAQ trading halted and stock delisted as of June 28. - Qualtrics becomes wholly owned by Silver Lake and CPP Investments; all prior directors replaced by new board. - Accel invests $500M; BDT & MSD Partners and DFO Management each invest $250M alongside Silver Lake. - CEO Zig Serafin and founder Ryan Smith express optimism; Qualtrics to operate as an independent private company. ## SEC filing metadata - accession: 0001628280-23-023743 - form_type: 8-K - cik: 0001747748 - company_name: Qualtrics International Inc. - filed_at: 2023-06-28T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/xm-20230628.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-023743 - JSON: https://secwatch.observer/filing/0001628280-23-023743.json - Plain text: https://secwatch.observer/filing/0001628280-23-023743.txt ## Key facts - Executive change Kelly Steckelberg departed as Director at Qualtrics International Inc.. - Action: ceased to be director - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Vincent Yu was appointed as Director at Qualtrics International Inc.. - Action: became a director - Role: Director source text: At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Ritu Bhargava departed as Director at Qualtrics International Inc.. - Action: ceased to be director - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Omar Johnson departed as Director at Qualtrics International Inc.. - Action: ceased to be director - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Christian Klein departed as Director at Qualtrics International Inc.. - Action: ceased to be director - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Luka Mucic departed as Director at Qualtrics International Inc.. - Action: ceased to be director - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Scott Russell departed as Director at Qualtrics International Inc.. - Action: ceased to be director - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Karen King was appointed as Director at Qualtrics International Inc.. - Action: became a director - Role: Director source text: At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change David Lubek was appointed as Director at Qualtrics International Inc.. - Action: became a director - Role: Director source text: At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Mark Gillett was appointed as Director at Qualtrics International Inc.. - Action: became a director - Role: Director source text: At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Gregg Lemkau was appointed as Director at Qualtrics International Inc.. - Action: became a director - Role: Director source text: At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Sindhu Gangadharan departed as Director at Qualtrics International Inc.. - Action: ceased to be director - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Kyle Paster was appointed as Director at Qualtrics International Inc.. - Action: became a director - Role: Director source text: At the Effective Time, each of Mark Gillett, Karen King, Gregg Lemkau, David Lubek, Kyle Paster and Vincent Yu became a director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Executive change Robin Manherz departed as Director at Qualtrics International Inc.. - Action: ceased to be director - Role: Director source text: Pursuant to the Merger Agreement, at the Effective Time, Omar Johnson, Luka Mucic, Kelly Steckelberg, Ritu Bhargava, Sindhu Gangadharan, Christian Klein, Robin Manherz and Scott Russell each ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Governance Changes Qualtrics International Inc.: Amended and restated certificate of incorporation in connection with merger. - Change: charter amendment source text: Qualtrics’ certificate of incorporation and bylaws were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Governance Changes Qualtrics International Inc.: Amended and restated bylaws in connection with merger. - Change: bylaw amendment source text: Qualtrics’ certificate of incorporation and bylaws were amended and restated in their entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm - Material Agreements Qualtrics International Inc. terminated Stockholders' Agreement with SAP America, Inc., SLP Quartz Aggregator, L.P., Q II, LLC valued at Terminated concurrently with closing of Merger (effective 2023-06-28). - Action: termination - Counterparty: SAP America, Inc., SLP Quartz Aggregator, L.P., Q II, LLC - Value: Terminated concurrently with closing of Merger - Effective: 2023-06-28 source text: Concurrently with the closing of the Merger, the Stockholders’ Agreement, dated as of February 1, 2021, by and among the Company, SAP America, Inc., a Delaware corporation, SLP Quartz Aggregator, L.P., a Delaware limited partnership and Q II, LLC, a Utah limited liability company, as amended or supplemented from time to time (the “Stockholders’ Agreement”), was terminated, and all rights and obligations of the parties under the Stockholders’ Agreement were terminated. evidence_url: https://www.sec.gov/Archives/edgar/data/1747748/000162828023023743/0001628280-23-023743-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.