Vertex, Inc. Announces Pricing of Upsized $300 Million Convertible Senior Notes Offering - Seite 2

Vertex may not redeem the notes prior to May 5, 2027. On or after May 5, 2027 and on or before the 40^th scheduled trading day immediately before the maturity date, Vertex may, at its option, redeem the notes for cash in whole or in part (subject to certain limitations) at any time, and from time to time, but only if the last reported sale price of Vertex’s Class A Common Stock exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Vertex provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Vertex provides notice of redemption. The redemption price will equal 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes.

Vertex estimates that the net proceeds from the offering will be approximately $290 million, after deducting the initial purchasers’ discount and estimated offering expenses payable by Vertex (assuming no exercise of the initial purchasers’ option to purchase additional notes). Vertex intends to use approximately $36.8 million of the net proceeds from this offering to fund the cost of the capped call transactions described below and the remainder for working capital or other general corporate purposes, which may include capital expenditures, potential acquisitions and strategic transactions. However, Vertex has not designated any specific uses and has no current agreements with respect to any acquisition or strategic transaction.

In connection with the pricing of the notes, Vertex entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Vertex’s Class A Common Stock underlying the notes. If the initial purchasers of the notes exercise their option to purchase additional notes, Vertex intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below.