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 25, 2023

	UNITY SOFTWARE INC.
(Exact name of registrant as specified in its charter)

Delaware	001-39497	27-0334803
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	30 3rd Street
	San Francisco, California 94103‑3104
	(Address, including zip code, of principal executive offices)
	(415) 539‑3162
	(Registrant's telephone number, including area code)
	Not Applicable
	(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 (see General Instruction A.2. below):

☐	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
Common stock, $0.000005 par value	U	The New York Stock Exchange

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 2.05    Costs Associated with Exit or Disposal Activities.

On November 28, 2023, Unity Software Inc. (“Unity” or the “Company”) committed to a plan to close corporate offices in approximately 14 locations as it evaluates its real estate footprint (the “Office Closures”). The costs and charges associated with the Office Closures, inclusive of potential early termination provisions and sublease income, cannot be reasonably estimated at this time. These costs are expected to be substantially incurred in the fourth quarter of 2023 and the first quarter of 2024. Employees impacted by the Office Closures will have the option to become fully remote, with the exception of specific roles which are location-dependent.

Item 8.01    Other Events.

On November 25, 2023, as part of the Company’s previously announced plans to focus on its core businesses, the Company amended certain of its agreements with Wētā FX Limited (“Wētā FX”), under which the Company terminated its obligations to provide certain services to Wētā FX and also amended certain intellectual property rights between the parties. The Company will recognize deferred revenue and additional consideration in connection with the amendments of approximately $114 million, and will expense the recorded cost of a related contract intangible asset of approximately $131 million, which will occur in the fourth quarter of 2023.

This Current Report on Form 8-K contains forward-looking statements including, but not limited to, statements related to: the amount, nature and timing of the estimated charges associated with its office closures; and the estimated accounting impacts associated with the termination of its obligations to Wētā FX. These forward-looking statements are based on management’s beliefs and assumptions and on information available to management as of the date they are made. However, investors should not place undue reliance on any such forward-looking statements because they speak only as of the date they are made. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the Company’s historical experience and its present expectations or projections. These risks and uncertainties include, but are not necessarily limited to, those described in the Company’s filings with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	UNITY SOFTWARE INC.
Date: November 28, 2023	By:	/s/ Luis Visoso
		Luis Visoso
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

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Cover Page	Nov. 25, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 25, 2023
Entity Registrant Name	UNITY SOFTWARE INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39497
Entity Tax Identification Number	27-0334803
Entity Address, Address Line One	30 3rd Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94103‑3104
City Area Code	415
Local Phone Number	539‑3162
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.000005 par value
Trading Symbol	U
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001810806