8-K

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): November 4, 2021

QUALTRICS INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39952	47-1754215
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 West River Park Drive

Provo, Utah 84604

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (385) 203-4999

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
Class A Common Stock, par value $0.0001 per share	XM	The Nasdaq Stock Market LLC

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. ☐

Item 8.01    Other Events.

On November 4, 2021, Qualtrics International Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein (the “Underwriters”), relating to an offering (the “Offering”) of 23,809,524 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), pursuant to the Company’s Registration Statements on Form S-1 (File Nos. 333-260684 and 333-260790) at a public offering price of $42.00 per share.

The Company granted the Underwriters a 30-day option from the date of the Underwriting Agreement to purchase up to 3,571,428 additional shares of Class A Common Stock from the Company at the public offering price. On November 5, 2021, the Underwriters exercised in full their 30-day option to purchase 3,571,428 additional shares of Class A Common Stock from the Company.

On November 4, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated by reference.

On November 9, 2021, the Company and the Underwriters completed the Offering. The Company received net proceeds from the Offering of approximately $1,114.3 million (net of underwriting discounts and commissions). As described in the prospectus, the Company used a portion of the proceeds to repay approximately $505.3 million of principal and interest outstanding on a promissory note payable to SAP America, Inc. and intends to use the remaining proceeds for working capital and other general corporate purposes.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated November 4, 2021.
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

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.

	QUALTRICS INTERNATIONAL INC.
Dated: November 9, 2021	By:	/s/ Blake Tierney
	Name:	Blake Tierney
	Title:	General Counsel

EX-99.1

EXHIBIT 99.1

Qualtrics Announces Pricing of Public Offering

PROVO, Utah and SEATTLE, November 4, 2021 – Qualtrics (Nasdaq: XM), the leader and creator of the Experience Management (XM) category, announced today the pricing of its public offering of 23,809,524 shares of its Class A common stock at a public offering price of $42.00 per share. All of the shares are being offered by Qualtrics. The gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Qualtrics, are expected to be approximately $1.0 billion. The offering is expected to close on November 9, 2021, subject to the satisfaction of customary closing conditions. In addition, Qualtrics has granted the underwriters a 30-day option to purchase up to 3,571,428 additional shares of its Class A common stock at the public offering price, less underwriting discounts and commissions.

Qualtrics intends to use the net proceeds from the sale of its shares in the offering to repay a promissory note payable to SAP America, Inc. and the remainder for working capital and other general corporate purposes.

Goldman Sachs & Co. LLC and HSBC are acting as lead book-running managers for the offering. Citigroup, J.P. Morgan, Morgan Stanley, Barclays and Truist Securities are acting as book-running managers.

The offering is being made only by means of a prospectus. When available, copies of the final prospectus relating to the offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; and HSBC Securities (USA) Inc., 452 5th Avenue, New York, NY 10018, by telephone at (877) 429-7459, or by email at ny.equity.syndicate@us.hsbc.com.

Registration statements relating to the offering have been filed with the Securities and Exchange Commission and became effective on November 4, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Qualtrics

Qualtrics, the leader and creator of the Experience Management (XM) category, is changing the way organizations manage and improve the four core experiences of business—customer, employee, product and brand. Over 13,500 organizations around the world are using Qualtrics to listen, understand and take action on experience data (X-data™)—the beliefs, emotions and intentions that tell you why things are happening, and what to do about it. The Qualtrics XM Platform™ is a system of action that helps businesses attract customers who stay longer and buy more, engage employees who build a positive culture, develop breakthrough products people love and build a brand people are passionate about.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including any statements regarding the closing of Qualtrics’ offering.In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements.Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or outcomes to differ materially from those anticipated or implied in the statements, including those described under “Risk Factors” in Qualtrics’ registration statement relating to the offering.Forward-looking statements speak only as of the date the statements are made.Readers are cautioned not to put undue reliance on forward-looking statements, and Qualtrics assumes no obligation to update forward-looking statements, whether to reflect new information, events or circumstances after the date they were made or otherwise, except as required by law.

Contacts:

Investor Relations

Steven Wu

Head of FP&A and Investor Relations

investors@qualtrics.com

Public Relations

Gina Sheibley

Chief Communications Officer

press@qualtrics.com

XML

Cover	Nov. 04, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 04, 2021
Entity Registrant Name	QUALTRICS INTERNATIONAL INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39952
Entity Tax Identification Number	47-1754215
Entity Address, Address Line One	333 West River Park Drive
Entity Address, City or Town	Provo
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84604
City Area Code	385
Local Phone Number	203-4999
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	XM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001747748
Amendment Flag	false