Informatica Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$INFA
Computer Software: Prepackaged Software
Technology
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):
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(650 ) 385-5000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
N/A
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨
Item 2.02 Results of Operations and Financial Condition.
Update on First Quarter 2024 Financial Outlook
On April 22, 2024, Informatica, Inc. (the “Company”) issued a press release providing an update on its financial outlook for the first quarter 2024, ended March 31, 2024. The Company expects that first quarter GAAP Total Revenues, Subscription ARR, Cloud Subscription ARR and Non-GAAP Operating Income to be all within the upper half of the guidance ranges previously provided by the Company in its February 14, 2024 earnings press release. In addition, the Company expects to report Adjusted Unlevered Free Cash Flow (after-tax) that significantly exceeds 100% of Non-GAAP Operating Income. The Company also reaffirmed its full-year 2024 financial outlook.
Full financial results will be released on May 1, 2024, as previously announced.
A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
Item 2.02 of this Current Report on Form 8-K contains forward-looking statements 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 (the “Exchange Act”). These statements relate to expectations of operating results or financial performance for the first quarter and full-year of fiscal 2024. Forward-looking statements are subject to risks and uncertainties, many of which involve factors or circumstances that are beyond our control, that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
These risks, uncertainties, assumptions, and other factors include, but are not limited to, completion of closing accounting books for the quarter and potential quarter-end adjustments, those related to our business and financial performance, the effects of adverse global macroeconomic conditions and geopolitical uncertainty, the effects of public health crises on our business, results of operations, and financial condition, our ability to attract and retain customers, our ability to develop new products and services and enhance existing products and services, our ability to respond rapidly to emerging technology trends, our ability to execute on our business strategy, including our strategy related to the Informatica IDMC platform and key partnerships, our ability to increase and predict customer consumption of our platform, our ability to compete effectively, and our ability to manage growth.
Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K that was filed for the fiscal year ended December 31, 2023, and other filings and reports we make with the Securities and Exchange Commission from time to time. All forward-looking statements contained herein are based on information available to us as of the date hereof and we do not assume any obligation to update these statements as a result of new information or future events.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Named Executive Officer
On April 18, 2024, Jitesh Ghai, the Company's Executive Vice President and Chief Product Officer, resigned to pursue an executive opportunity at another company.
Item 7.01 Regulation FD Disclosure.
On April 12, 2024, The Wall Street Journal published a story that the Company was in advanced talks to be acquired, according to sources familiar with the matter. On April 22, 2024, the Company issued a press release announcing that it is not currently engaged in any discussions to be acquired.
A copy of the press release issued by the Company concerning the foregoing is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||||||||||||||
| 99.1 | |||||||||||||||||
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||||||||
SIGNATURE
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.
| Date: | April 22, 2024 | INFORMATICA INC. | |||||||||
| By: | /s/ MIKE MCLAUGHLIN | ||||||||||
| Michael McLaughlin | |||||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||