Material Agreement, Corporate Action (Form 8-K)

The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference.

On July 22, 2026, the board of directors (the "Board") of Domo, Inc., a Delaware corporation (the "Company"), adopted a tax benefits preservation plan and declared a dividend distribution of one preferred stock purchase right with respect to (a) each outstanding share of Class A common stock, par value $0.001 per share, of the Company ("Class A Common Stock") (a "Class A Right") and (b) each outstanding share of Class B common stock, par value $0.001 per share, of the Company ("Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") (a "Class B Right" and, together with the Class A Rights, the "Rights"), in each case outstanding at the close of business on August 4, 2026 (the "Record Date"). Each Class A Right initially entitles its holder, subject to the terms of the Tax Benefits Preservation Plan (as defined below), to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company, and each Class B Right initially entitles its holder, subject to the terms of the Tax Benefits Preservation Plan (as defined below), to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.001 per share, of the Company, in each case at an exercise price of $17.50 per Right, subject to adjustment. The description and terms of the Rights are set forth in the tax benefits preservation plan, dated as of July 22, 2026 (the "Tax Benefits Preservation Plan"), between the Company and Equiniti Trust Company, LLC, as rights agent (and any successor rights agent, the "Rights Agent").

The Company adopted the Tax Benefits Preservation Plan in order to protect against a possible limitation on the Company's ability to use its net operating losses (the "NOLs") and certain other tax attributes to reduce potential future U.S. federal income tax obligations. The NOLs and certain other tax attributes are valuable assets to the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an "ownership change," as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), its ability to fully utilize the NOLs and certain other tax attributes will be substantially limited and the timing of the usage of the NOLs and other tax attributes could be substantially delayed, which could significantly impair the value of those assets. Generally, an "ownership change" occurs if the percentage of the Company's stock owned by one or more of its "5-percent shareholders" (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period. The Tax Benefits Preservation Plan is intended to prevent such an "ownership change" by deterring any person or group, together with its affiliates and associates, from acquiring beneficial ownership of 4.9% (the "Specified Percentage") or more of the Company's securities.

The Tax Benefits Preservation Plan is not expected to interfere with any merger or other business combination approved by the Board.

The Rights. The Class A Rights will attach to any shares of Class A Common Stock, and the Class B Rights will attach to any shares of Class B Common Stock, that become outstanding after the Record Date and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described in the Tax Benefits Preservation Plan.

Until the Distribution Time, the Rights are associated with the applicable shares of Class A Common Stock or Class B Common Stock and evidenced by the applicable Class A Common Stock or Class B Common Stock certificates or, in the case of uncertificated shares of Class A Common Stock or Class B Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the Tax Benefits Preservation Plan by reference, and the Rights are transferable with and only with the underlying shares of Class A Common Stock or Class B Common Stock with which such Rights are associated.

Until the Distribution Time, the surrender for transfer of any shares of Class A Common Stock or Class B Common Stock will also constitute the transfer of the Rights associated with those shares. As soon as practicable after the Distribution Time, separate rights certificates will be distributed to holders of record of Class A Common Stock and Class B Common Stock as of the Distribution Time. From and after the Distribution Time, the separate rights certificates alone will represent the Rights.