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Reddit 8-K Report, Bylaw Amendment (Mar 25, 2024)

Reports
Corporate Changes·Other Events·Exhibits & Filings
Filing Date
Filed March 25, 2024
Period End
March 25, 2024
Security
RDDT

Summary

Summary of the 8-K filed March 25, 2024. Cited figures are marked; the original filing is the authoritative source.

On March 25, 2024, Reddit, Inc. completed its initial public offering of 25,300,000 shares of Class A common stock at $34.00a per share.

Of these, 18,576,527 shares were sold by the company and 6,723,473 by certain selling stockholders. The total includes 3,300,000 shares that the underwriters bought in full after exercising their option to purchase additional shares from the company. The filing states gross proceeds to the company of $600,021,822.10b, before underwriting discounts, commissions, and estimated offering expenses.

The company received no proceeds from the shares sold by selling stockholders. In connection with the closing, the company filed its amended and restated certificate of incorporation with the Delaware Secretary of State on March 25, 2024, and its amended and restated bylaws became effective. The board and stockholders had previously approved both documents to take effect immediately before the IPO closed.

The filing refers investors to the "Description of Capital Stock" section of the final prospectus, dated March 20, 2024, for a summary of their provisions. The filing is limited to these governance changes and the offering results. It files the amended certificate of incorporation as Exhibit 3.1 and the amended bylaws as Exhibit 3.2.

Key Highlights

  1. IPO closed March 25, 2024: 25,300,000 shares of Class A common stock sold at $34.00 per share to the public.
  2. Share split between issuer and selling stockholders: 18,576,527 shares sold by the company and 6,723,473 shares sold by selling stockholders.
  3. Underwriters' option exercised in full for 3,300,000 additional shares, purchased from the company.
  4. Gross proceeds to the company of $600,021,822.10, before underwriting discounts, commissions, and estimated offering expenses.
  5. The company received no proceeds from shares sold by selling stockholders.
  6. Amended and restated certificate of incorporation filed with the Delaware Secretary of State on March 25, 2024, and amended and restated bylaws became effective in connection with the IPO closing.
  7. Governance documents were approved by the board and stockholders in advance and take effect immediately before the IPO closing; details are in the "Description of Capital Stock" section of the March 20, 2024 prospectus.

Frequently Asked Questions

  1. How many shares were offered in Reddit's IPO and at what price?

    The IPO covered 25,300,000 shares of Class A common stock at a price to the public of $34.00 per share. This total includes the 3,300,000 additional shares that the underwriters bought in full after exercising their option.

  2. How much money did Reddit receive from the offering?

    The filing states gross proceeds to the company of $600,021,822.10, before underwriting discounts and commissions and estimated offering expenses. The company sold 18,576,527 of the shares, including the option shares purchased from it by the underwriters.

  3. Did the company receive proceeds from shares sold by existing stockholders?

    No. The filing states that the company did not receive any proceeds from the 6,723,473 shares sold by certain selling stockholders.

  4. What changed in Reddit's governing documents?

    Reddit filed an amended and restated certificate of incorporation with the Delaware Secretary of State on March 25, 2024, and its amended and restated bylaws became effective at the IPO closing. The filing says these documents were previously approved by the board and stockholders and take effect immediately before the IPO closed. It refers readers to the "Description of Capital Stock" section of the prospectus for a summary of their provisions.

  5. Where can investors find more detail on the new charter and bylaws?

    The filing refers to the "Description of Capital Stock" section of the final prospectus dated March 20, 2024, relating to the Form S-1 registration statement. The full documents are filed as Exhibit 3.1 (certificate of incorporation) and Exhibit 3.2 (bylaws).