1.50% Convertible Senior Notes due 2030
Note · Alkami Technology, Inc.
Reference: 1.50% Convertible Senior Notes due 2030
- Original principal
- USD 345,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Mar 15, 2030
Last reported interest terms: 1.5% Reported 2025-03-13 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 3.03 · RULE 144A INFORMATION
If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon Conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the…
Springing Trigger: If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon Conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144) Section 3.03. RULE 144A INFORMATION.
Full wording and supporting evidence
Source evidence: If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon Conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A.
Target identity evidence: INDENTURE, dated as of March 13, 2025, between Alkami Technology, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Target identity evidence: 1.50% Convertible Senior Notes due 2030
Target identity evidence: “Notes” means the 1.50% Convertible Senior Notes due 2030 issued by the Company pursuant to this Indenture.
Target identity evidence: “Issue Date” means March 13, 2025.
Target identity evidence: “Maturity Date” means March 15, 2030.
Target scope evidence: If the Company is not subject to Section 13 or 15(d) of the Exchange Act at any time when any Notes or shares of Common Stock issuable upon Conversion of the Notes are outstanding and constitute “restricted securities” (as defined in Rule 144), then the Company (or its successor) will promptly provide, to the Trustee and, upon written request, to any Holder, beneficial owner or prospective purchaser of such Notes or shares, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of such Notes or shares pursuant to Rule 144A.
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Section 3.07 · ACQUISITION OF NOTES BY THE COMPANY AND ITS AFFILIATES
The Company will use commercially reasonable efforts to prevent any of its controlled Affiliates from acquiring any Note (or any beneficial interest therein).
Section 3.07. ACQUISITION OF NOTES BY THE COMPANY AND ITS AFFILIATES.
Full wording and supporting evidence
Source evidence: Without limiting the generality of Section 2.18, Notes that the Company or any of its Subsidiaries have purchased or otherwise acquired will be deemed to remain outstanding (except to the extent provided in Section 2.16) until such time as such Notes are delivered to the Trustee for cancellation. The Company will use commercially reasonable efforts to prevent any of its controlled Affiliates from acquiring any Note (or any beneficial interest therein).
Target identity evidence: INDENTURE, dated as of March 13, 2025, between Alkami Technology, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Target identity evidence: 1.50% Convertible Senior Notes due 2030
Target identity evidence: “Notes” means the 1.50% Convertible Senior Notes due 2030 issued by the Company pursuant to this Indenture.
Target identity evidence: “Issue Date” means March 13, 2025.
Target identity evidence: “Maturity Date” means March 15, 2030.
Target scope evidence: The Company will use commercially reasonable efforts to prevent any of its controlled Affiliates from acquiring any Note (or any beneficial interest therein).
Documents and filing history
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Issuance
· 2025-03-13
Original principal USD 345,000,000 Exact source document
Parent 8-K filing · 2025-03-13
On March 13, 2025, Alkami Technology, Inc. (the “Company”) issued $345 million principal amount of its 1.50% Convertible Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 13, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million principal amount of Notes. The Notes issued on March 13, 2025 include $45 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.
Issuer evidence: On March 13, 2025, Alkami Technology, Inc. (the “Company”) issued $345 million principal amount of its 1.50% Convertible Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 13, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million principal amount of Notes. The Notes issued on March 13, 2025 include $45 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.
Supporting evidence: The Notes will accrue interest at a rate of 1.50% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2025. The Notes will mature on March 15, 2030, unless earlier repurchased, redeemed or converted. Before November 15, 2029, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after November 15, 2029, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 30.4681 shares of the Company’s common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $32.82 per share of the Company’s common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
Supporting evidence: On March 13, 2025, Alkami Technology, Inc. (the “Company”) issued $345 million principal amount of its 1.50% Convertible Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 13, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million principal amount of Notes. The Notes issued on March 13, 2025 include $45 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.
Supporting evidence: On March 13, 2025, Alkami Technology, Inc. (the “Company”) issued $345 million principal amount of its 1.50% Convertible Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 13, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $45 million principal amount of Notes. The Notes issued on March 13, 2025 include $45 million principal amount of Notes issued pursuant to the full exercise by the initial purchasers of such option.