Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2024

MeridianLink, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-40680			82-4844620
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3560 Hyland Avenue, Suite 200

Costa Mesa, CA 92626

(Address of principal executive offices and Zip Code)

[phone]

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.001 per share			MLNK			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01     Other Events.

On September 26, 2024, MeridianLink, Inc. (the “Company”) issued a press release announcing the proposed underwritten secondary public offering of shares of the Company’s common stock by certain funds managed by Thoma Bravo, L.P. (the “Offering”). A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

On September 26, 2024, the Company issued a press release announcing the pricing of the Offering on September 26, 2024. A copy of this press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Exhibit Description
99.1			Press Release issued by MeridianLink, Inc., dated September 26, 2024 announcing the launch of the Offering.
99.2			Press Release issued by MeridianLink, Inc., dated September 26, 2024 announcing the pricing of the Offering.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MERIDIANLINK, INC.
Date: September 27, 2024
			By:			/s/ Elias Olmeta
						Elias Olmeta
						Chief Financial Officer

Exhibit 99.1

MeridianLink Announces Launch of Proposed Secondary Offering of Common Stock

Costa Mesa, Calif., Sept. 26, 2024 — MeridianLink, Inc. (the “Company”) (NYSE: MLNK), a leading provider of modern software platforms for financial institutions and consumer reporting agencies, today announced that it has launched an underwritten secondary public offering of 6,000,000 shares (the "Firm Shares") of its common stock (the “Offering”) by certain funds managed by Thoma Bravo, L.P. (the “Selling Stockholders”). In addition, the Selling Stockholders intend to grant the underwriter a 30-day option to purchase up to an additional 900,000 shares of common stock. The Offering consists entirely of shares to be sold by the Selling Stockholders, and the Company will not receive any proceeds from the sale of the shares being offered by the Selling Stockholders.

J.P. Morgan Securities LLC is acting as the underwriter and sole book-running manager for the proposed offering.

The underwriter proposes to offer the shares of common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, subject to its right to reject any order in whole or in part.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-276336), which was filed with the Securities and Exchange Commission (“SEC”) on December 29, 2023 and became effective on January 8, 2024, including a base prospectus and final prospectus supplement. Before you invest, you should read the prospectus in the registration statement and the other documents the Company has filed or will file with the SEC for more complete information about the Company and this Offering. You may get these documents for free, including the prospectus supplement, once available, by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement, once available, and the accompanying base prospectus may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [e-mail] and [e-mail].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements which are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, these statements can be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions, although not all forward-looking statements contain these identifying words. Further, statements describing our strategy, outlook, guidance, plans, intentions, or goals are also forward-looking statements. These forward-looking statements reflect our predictions, expectations, or forecasts, including, but not limited to, statements regarding the Offering and its anticipated terms. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, changes in market and economic condition and in the selling stockholders’ plan of Offering, as well as those risks set forth in Item 1A. Risk Factors, or elsewhere, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, any updates in our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K,

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and our other SEC filings, including the prospectus and prospectus supplement pursuant to which the Offering will be made. These forward-looking statements are based on reasonable assumptions as of the date hereof. The plans, intentions, or expectations disclosed in our forward-looking statements may not be achieved, and you should not rely upon forward-looking statements as predictions of future events. We undertake no obligation, other than as required by applicable law, to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Relations Contact

Gianna Rotellini

[phone]

[e-mail]

Exhibit 99.2

MeridianLink Announces Pricing of Secondary Offering of Common Stock

Costa Mesa, Calif., Sept. 26, 2024 — MeridianLink, Inc. (the “Company”) (NYSE: MLNK), a leading provider of modern software platforms for financial institutions and consumer reporting agencies, today announced the pricing of the previously announced underwritten secondary offering of 6,000,000 shares of its common stock (the “Offering”) by certain funds managed by Thoma Bravo, L.P. (the “Selling Stockholders”). The Selling Stockholders have granted the underwriter a 30-day option to purchase up to an additional 900,000 shares of common stock. The Offering consists entirely of shares to be sold by the Selling Stockholders, and the Company will not receive any proceeds from the sale of the shares being offered by the Selling Stockholders. The Offering is expected to close on September 30, 2024, subject to customary closing conditions.

J.P. Morgan Securities LLC is acting as the underwriter and sole book-running manager for the Offering.

The underwriter proposes to offer the shares of common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the New York Stock Exchange, or to dealers in negotiated transactions or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, subject to its right to reject any order in whole or in part.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-276336), which was filed with the Securities and Exchange Commission (“SEC”) on December 29, 2023 and became effective on January 8, 2024, including the base prospectus and a final prospectus supplement expected to be filed on September 27, 2024. You may get these documents for free, including the prospectus supplement, once available, by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement, once available, and the accompanying base prospectus may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [e-mail] and [e-mail].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements which are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, these statements can be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions, although not all forward-looking statements contain these identifying words. Further, statements describing our strategy, outlook, guidance, plans, intentions, or goals are also forward-looking statements. These forward-looking statements reflect our predictions, expectations, or forecasts, including, but not limited to, statements regarding the closing of the Offering on the anticipated terms or at all. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, changes in market and economic condition and in the selling stockholders’ plan of Offering, as well as those risks set forth in Item 1A. Risk Factors, or elsewhere, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, any updates in our Quarterly Reports on Form 10-Q filed for periods subsequent

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to such Form 10-K, and our other SEC filings, including the prospectus and prospectus supplement pursuant to which the Offering will be made. These forward-looking statements are based on reasonable assumptions as of the date hereof. The plans, intentions, or expectations disclosed in our forward-looking statements may not be achieved, and you should not rely upon forward-looking statements as predictions of future events. We undertake no obligation, other than as required by applicable law, to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Relations Contact

Gianna Rotellini

[phone]

[e-mail]

Cover	Sep. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 26, 2024
Entity Registrant Name	MeridianLink, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40680
Entity Tax Identification Number	82-4844620
Entity Address, Address Line One	3560 Hyland Avenue, Suite 200
Entity Address, City or Town	Costa Mesa
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92626
City Area Code	714
Local Phone Number	708-6950
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MLNK
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001834494
Amendment Flag	false

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