MongoDB, Inc 8-K, filed Nov 3, 2025
MongoDB, Inc. (MDB)
8-K
2025-11-03
For: 2025-10-29
View Original
Added on
April 09, 2026
About this 8-K
MongoDB, Inc filed this 8-K on November 3, 2025, reporting on events of October 29, 2025.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2025
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(Exact Name of Registrant as Specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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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 Instructions A.2. below):
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 2.02 Results of Operations and Financial Condition
On November 3, 2025, MongoDB, Inc. (the “Company”) issued a press release that contained certain preliminary, unaudited financial results for the third quarter ended October 31, 2025. A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
The foregoing information (including the exhibit hereto) is being furnished under “Item 2.02 Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of President and Chief Executive Officer
On November 3, 2025, the Company announced that Dev Ittycheria, the Company’s President and Chief Executive Officer and the principal executive officer under Section 16a-1(f) of the Exchange Act, notified the Company on October 29, 2025 of his intent to resign as President and Chief Executive Officer, effective November 9, 2025.
Advisory Agreement
In connection with Mr. Ittycheria’s resignation, the Company entered into an advisory agreement (the “Advisory Agreement”) with Mr. Ittycheria, effective November 10, 2025 (the “Effective Date”), with a term ending November 9, 2026 (the “Term”). The Advisory Agreement may be renewed prior to termination upon mutual written agreement. During the Term, Mr. Ittycheria will remain an employee of the Company.
Under the Advisory Agreement, Mr. Ittycheria will provide informal management consultations to the Company’s President and Chief Executive Officer, executive team, and Board of Directors on an as-needed basis. Mr. Ittycheria will remain available for consultations by telephone, email, virtually, or in person as his other business activities permit.
Mr. Ittycheria will continue to serve as a member of the Company’s Board of Directors until November 9, 2026, without additional compensation for his service as a director. Effective November 9, 2026, unless otherwise mutually agreed by the parties, he will be deemed to have voluntarily resigned from the Board and all other positions at the Company and its affiliates, other than pursuant to the Advisory Agreement.
During the Term, Mr. Ittycheria will receive an annual salary of $100,000, paid in accordance with the Company’s payroll practices. He remains eligible to receive his bonus payment on or around April 1, 2026, based on the Company’s actual performance, calculated as a percentage of his base salary for fiscal year 2026.
Mr. Ittycheria’s outstanding unvested equity awards under the Company’s 2016 Equity Incentive Plan will continue to vest until October 2, 2026, provided he continues to provide services under the Advisory Agreement. Any outstanding awards scheduled to vest after October 2, 2026 (whether based on service- or performance-based vesting conditions), will be forfeited as of the Effective Date. Stock options will remain exercisable until the earlier of three months after his last day of service with the Company in any capacity or the options’ expiration date.
A copy of the Advisory Agreement will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2025. The above summary of the Advisory Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Advisory Agreement.
Appointment of President, Chief Executive Officer and Director
On November 3, 2025, the Company announced the appointment of Chirantan (“CJ”) Desai as the Company’s President and Chief Executive Officer and member of the Company’s Board of Directors effective as of the Effective Date.
Prior to his appointment with the Company, Mr. Desai served as President of Product and Engineering of Cloudflare, Inc. from October 2024. Previous to that, Mr. Desai served ServiceNow, Inc. as President and Chief Operating Officer from January 2023 to July 2024, Chief Operating Officer from January 2022 to January 2023, Chief Product and Engineering Officer from December 2016 to January 2022. Before ServiceNow, Mr. Desai served in various roles at EMC Corporation from September 2013 to December 2016, including as the President of the Emerging Technologies Division from September 2014 to December 2016. Prior to joining EMC, Mr. Desai held several executive roles at Symantec Corporation from November 2004 to September 2013, where he ran Information Management and Enterprise Security product lines. Mr. Desai began his career with Oracle Corp and was a key member of the team that launched Oracle’s first cloud service. Mr. Desai served on the board of Zebra Technologies from December 2015 through May 2023. Mr. Desai holds a Master’s degree in Computer Science and an MBA degree from the University of Illinois at Urbana-Champaign.
Mr. Desai does not have a family relationship with any of the officers or directors of the Company. Mr. Desai was not appointed pursuant to any arrangement or understanding between such individual and any other person.
There are no related party transactions reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
In connection with his appointment as President and Chief Executive Officer, on October 29, 2025, Mr. Desai signed an offer letter that entitles him to receive (i) a starting annual base salary of $500,000 (ii) annual incentive compensation with a target cash bonus opportunity of 70% of his annual base salary and (iii) sign-on bonus of $2,500,000 in cash, with 50% payable following six months of continuous service from the Effective Date and the remaining 50% payable following twelve months of continuous service from the Effective Date.
The Company will grant $15,000,000 in value of service-vesting restricted stock units (“RSUs”) under the Company’s 2016 Equity Incentive Plan (with the number of RSUs to be based on the closing share price of the Company’s common stock on the Nasdaq Global Market (“Nasdaq”) on October 27, 2025), subject to vesting over two years in eight equal quarterly installments after the first quarter following the vesting start date and standard continuous service requirements. The RSUs will also be subject to a one-year holding period following such RSUs applicable vesting date.
The Company will additionally grant $17,500,000 in value of performance-based restricted stock units (“PSUs”) under the Company’s 2016 Equity Incentive Plan (with the number of PSUs to be based on the closing share price of the Company’s common stock on the Nasdaq on October 27, 2025), subject to both (i) share price conditions that must be satisfied by November 9, 2030 and (ii) standard service conditions requiring his continuous service until the later of the date that the relevant share price condition is satisfied and a date specified in the PSU agreement.
Upon a termination of service by the Company without “cause” or by Mr. Desai for “good reason”, each as defined in his offer letter, subject to Mr. Desai’s execution and nonrevocation of a release of claims in favor of the Company and his compliance with other terms set forth in the offer letter, Mr. Desai will be eligible to receive (i) continued payment of his base salary for a period of 12 months post-termination and (ii) continued payment of the COBRA premiums for a period of 12 months post-termination. If such termination of service occurs during the three months prior to or 12 months following a “change in control” (as defined in the Company’s 2016 Equity Incentive Plan), in addition to the compensation and benefits described above, Mr. Desai will be entitled to receive (i) an amount equal to his “cash eligible” bonus (measured at target), (ii) a prorated bonus for the fiscal year in which the termination of service occurred, measured at the greater of target and actual performance as of the termination date, (iii) any unpaid bonus for the fiscal year preceding the fiscal year in which the termination of service occurs, (iv) accelerated vesting of any unvested time-based equity awards and (v) accelerated vesting of any unvested performance-based equity awards, based on the greater of target and actual performance as of the termination date.
Mr. Desai will also be eligible to participate in the compensation and benefit programs generally available to the Company’s executive officers.
In connection with this appointment, the Company and Mr. Desai entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.5 to Form S-1 filed with the SEC on September 21, 2017.
A copy of the offer letter with Mr. Desai will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2025. The above summary of the offer letter does not purport to be complete and is subject to and qualified in its entirety by reference to the offer letter.
A copy of the Company’s press release announcing the resignation of Mr. Ittycheria and the appointment of Mr. Desai as President and Chief Executive Officer of the Company is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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.
| MONGODB, INC. | |||||||||||
| Dated: November 3, 2025 | By: | /s/ Andrew Stephens | |||||||||
Name: Andrew Stephens Title: General Counsel and Secretary | |||||||||||
MongoDB Announces Leadership Transition Chirantan “CJ” Desai Appointed President and Chief Executive Officer Dev Ittycheria to Remain on the Board of Directors Q3 FY26 Results Expected Above the High-End of Guidance Ranges Driven by Strength in Atlas NEW YORK, November 3, 2025 -- MongoDB, Inc. (NASDAQ: MDB) today announced that its Board of Directors has appointed Chirantan “CJ” Desai as President and Chief Executive Officer (“CEO”), effective November 10, 2025. Desai succeeds Dev Ittycheria, who, after 11 years leading MongoDB, has decided to retire from a full-time operating role. Ittycheria will remain on MongoDB’s Board and serve as an advisor to Desai to ensure a seamless transition and continued execution of the Company’s long-term strategy. The appointment follows a comprehensive CEO search supported by an executive search firm to identify a next-generation leader with deep experience in cloud infrastructure, AI, enterprise software, and product innovation – someone equipped to guide the Company on its continued journey towards durable, profitable growth. “CJ brings an exceptional blend of product and engineering leadership, strong go-to-market execution, and firsthand experience scaling some of the world’s most transformative software companies,” said Tom Killalea, Chairman of the MongoDB Board of Directors. “From driving organic revenue growth at ServiceNow to innovating for the enterprise at Cloudflare, CJ has consistently demonstrated the ability to lead at scale. His deep understanding and early deployment of AI in the enterprise will be invaluable as MongoDB continues to deliver for its customers. CJ has the unanimous support of MongoDB’s Board, and we are thrilled to welcome a leader of his caliber as our next President and CEO.” Desai joins MongoDB as a respected technology leader with over 25 years of experience pioneering innovative technology solutions in cloud infrastructure, enterprise software, cybersecurity, AI, and large-scale SaaS platforms. Most recently, Desai served as President of Product and Engineering at Cloudflare, where he drove product strategy and execution during a period of strong revenue growth and stock performance for the company. Prior to Cloudflare, Desai served as President and Chief Operating Officer at ServiceNow, where he helped organically scale the company from $1.5 billion to over $10 billion in annualized revenue. Desai has also previously held executive roles at EMC and Symantec, and he began his career with Oracle as a key member of the team that launched the company’s first cloud service. “MongoDB has long been the partner of choice for building applications that transform businesses, and now it is uniquely positioned to power the next wave of AI-driven applications,” said CJ Desai, MongoDB’s incoming President and CEO. “My directive is clear: by staying relentlessly close to customers, delivering category-defining products, and executing at scale, we can seize the enormous opportunities ahead. I’m grateful for the foundation that Dev and the executive team have built and am honored to take the baton from Dev to guide MongoDB through its next phase of innovation and growth.”
“On behalf of the Board, I’d like to thank Dev for his extraordinary leadership and enduring contributions during his long tenure at MongoDB,” said Killalea. “Over the past eleven years, he led one of the great growth stories in enterprise software, transforming MongoDB from an early-stage disruptor into a global technology leader. Dev’s strategic vision, operational discipline, and ability to attract world-class talent have set the company on a path of lasting success. He built not just a great business, but a culture that inspires people to do the best work of their careers. The Board is profoundly grateful for his leadership and his continued partnership.” “It has been the privilege of a lifetime to lead MongoDB since 2014, and I could not be prouder of what we have accomplished together,” said Dev Ittycheria, outgoing President and CEO of MongoDB. “Through relentless innovation, discipline, and teamwork, we transformed MongoDB into a global software leader with an enduring culture and a strong track record of execution. I am immensely grateful to our nearly 60,000 customers who have trusted and believed in us, to the incredible employees whose talent and dedication built this company into what it is today, and to our investors for their unwavering support and conviction in our mission. I have complete confidence in CJ’s leadership, experience, and judgment, and I look forward to supporting him and the executive team as they continue to build MongoDB into an iconic technology company.” Business Outlook Based on preliminary, unaudited results, the Company expects to exceed the high end of the provided third quarter fiscal year 2026 guidance for revenue, non-GAAP income from operations, and non-GAAP earnings per share, driven by continued strength in Atlas. MongoDB intends to report its finalized financial results for Q3 FY2026 on December 1, 2025. Investor Call MongoDB will host a conference call today, November 3, 2025, at 10:00 a.m. (Eastern Time) to discuss the leadership transition announced in this press release today. A live webcast of the call will be available on the "Investor Relations" page of MongoDB's website at https://investors.mongodb.com. To access the call by phone, please go to this link (registration link), and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time at http://investors.mongodb.com. About MongoDB Headquartered in New York, MongoDB's mission is to empower innovators to create, transform, and disrupt industries with software. MongoDB's unified database platform was built to power the next generation of applications, and MongoDB is the most widely available, globally distributed database on the market. With integrated capabilities for operational data, search, real-time analytics, and AI-powered data retrieval, MongoDB helps organizations everywhere move faster, innovate more efficiently, and simplify complex architectures. Millions of developers and more than 50,000 customers across industries – including over 75% of the Fortune 100 – rely on MongoDB for their most important applications. To learn more, visit mongodb.com.
Forward-Looking Statements This press release includes certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements concerning MongoDB’s financial performance for the third fiscal quarter of fiscal year 2026, which preliminary financial results have not yet been reviewed by MongoDB’s independent public accounting firm and so are subject to revisions that could differ materially to finalized financial results. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts and statements identified by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "will," "would" or the negative or plural of these words or similar expressions or variations. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies, and prospects, which are based on the information currently available to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies, and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. Furthermore, actual results may differ materially from those described in the forward-looking statements and are subject to a variety of assumptions, uncertainties, risks and factors that are beyond our control including, without limitation: our customers renewing their subscriptions with us and expanding their usage of software and related services; global political changes; the effects of the ongoing military conflicts between Russia and Ukraine and Israel and Hamas on our business and future operating results; economic downturns and/or the effects of rising interest rates, inflation and volatility in the global economy and financial markets on our business and future operating results; our potential failure to meet publicly announced guidance for the third quarter of fiscal year 2026 or other time periods or other expectations about our business and future operating results; liabilities, reputational harm or other adverse consequences resulting from use of AI in our product offerings and internal operations if they don't produce the desired benefits; our limited operating history; our history of losses; our potential failure to repurchase shares of our common stock at favorable prices, if at all; failure of our platform to satisfy customer demands; the effects of increased competition; our investments in new products and our ability to introduce new features, services or enhancements; social, ethical and security issues relating to the use of new and evolving technologies, such as artificial intelligence, in our offerings or partnerships; our ability to effectively expand our sales and marketing organization; our ability to continue to build and maintain credibility with the developer community; our ability to add new customers or increase sales to our existing customers; our ability to maintain, protect, enforce and enhance our intellectual property; the effects of social, ethical and regulatory issues relating to the use of new and evolving technologies, such as artificial intelligence, in our offerings or partnerships; the growth and expansion of the market for database products and our ability to penetrate that market; our ability to maintain the security of our software and adequately address privacy concerns; our ability to manage our growth effectively and successfully recruit and retain additional highly-qualified personnel; our ability to manage leadership transitions; the ability of our executive leadership to drive innovation and execute at scale; and the price
volatility of our common stock. These and other risks and uncertainties are more fully described in our filings with the Securities and Exchange Commission ("SEC"), including under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, filed with the SEC on August 27, 2025. Additional information will be made available in our Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, and other filings and reports that we may file from time to time with the SEC. Except as required by law, we undertake no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise. Contacts Investors ir@mongodb.com Media press@mongodb.com