01—Abstract
Summary
Summary of the 8-K filed December 20, 2024. Cited figures are marked; the original filing is the authoritative source.
MongoDB, Inc. filed this Form 8-K under Item 3.02 (Unregistered Sales of Equity Securities) to report the settlement of its 0.25%a Convertible Senior Notes due 2026.
The company had issued a notice of redemption on October 16, 2024, announcing it would redeem all outstanding Notes on December 16, 2024 (the Redemption Date). Holders of approximately $1,150 millionb aggregate principal amount elected to convert during the Conversion Period, which ended at the close of business on December 13, 2024. In exchange, the company delivered 5,662,979 shares of its Common Stock, par value $0.001 per share, plus cash in lieu of any fractional shares.
The issuance of these Conversion Shares was exempt from Securities Act registration under Section 3(a)(9). On the Redemption Date, the company redeemed the remaining $349,000c aggregate principal amount of Notes that had not been surrendered for conversion, at a cash redemption price of approximately $349,366, including accrued and unpaid interest.
For investors, the filing shows that the Notes were largely settled through conversion into common stock, with the balance retired for cash. The filing also includes the Cover Page Interactive Data File (Inline XBRL) as its only listed exhibit under Item 9.01.
02—Key points
Key Highlights
- Holders of approximately $1,150 million aggregate principal amount of the 0.25% Convertible Senior Notes due 2026 elected to convert during the Conversion Period (October 16, 2024 through December 13, 2024).
- MongoDB delivered 5,662,979 shares of Common Stock to converting holders, plus cash in lieu of any fractional shares.
- The Conversion Shares were issued in exchange for converted Notes under the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933.
- On the Redemption Date of December 16, 2024, the company redeemed all $349,000 aggregate principal amount of Notes not previously surrendered for conversion.
- The cash redemption price for the remaining Notes was approximately $349,366, including accrued and unpaid interest.
- The Notes were governed by an Indenture dated January 14, 2020, between the company and U.S. Bank Trust Company, National Association, as trustee.
- The filing's only listed exhibit is the Cover Page Interactive Data File, embedded within the Inline XBRL document.
03—Questions
Frequently Asked Questions
How many shares did MongoDB issue to settle the converted Notes?
MongoDB delivered 5,662,979 shares of its Common Stock, par value $0.001 per share, to holders who converted their Notes, along with cash in lieu of any fractional shares.
What principal amount of Notes was converted?
Holders of approximately $1,150 million aggregate principal amount of the 0.25% Convertible Senior Notes due 2026 elected to convert during the Conversion Period, which ran from the October 16, 2024 redemption notice date through the close of business on December 13, 2024.
What happened to the Notes that were not converted?
On the Redemption Date of December 16, 2024, MongoDB redeemed all $349,000 aggregate principal amount of Notes that had not been surrendered for conversion. The cash redemption price was approximately $349,366, including accrued and unpaid interest.
Why were the shares issued without registration?
The filing states that the issuance of the Conversion Shares in exchange for the converted Notes was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9).
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