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): February 1113, 2025

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Zuora, Inc.

(Exact name of registrant as specified in its charter)

_________________________________________

Delaware	001-38451	20-5530976
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 Redwood Shores Parkway, Redwood City, California		94065
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 976-9056

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:

☐ 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))

☐	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	ZUO	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. o ☐

~~Item~~Introductory ~~2.02 Results of Operations and Financial Condition.~~ Note

OnThis Current Report on Form 8-K is being filed in connection with the completion on February 1114, 2025, of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 17, 2024, by and among Zuora, Inc., a Delaware corporation (the “~~Zuora~~Company”), Zodiac orPurchaser, L.L.C., a Delaware corporation (“weParent”) ~~provided~~and Zodiac Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”). Pursuant to the ~~following~~terms ~~information~~and ~~regarding~~subject ~~our~~to ~~preliminary~~the ~~results~~conditions ofset ~~operations~~forth ~~for~~in the ~~quarter~~Merger ~~ended~~Agreement, ~~January~~on 31February 14, 2025, Merger Sub merged with and into the ~~full~~Company ~~fiscal~~(the ~~year~~“Merger”), ~~ended~~with ~~January~~the 31Company surviving such merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). Parent and Merger Sub are indirectly controlled by private investment funds affiliated with Silver Lake Group, ~~2025:~~L.L.C. (“Silver Lake”). Silver Lake has entered into the transaction in partnership with an affiliate of GIC Pte. Ltd. (“GIC”).

~~•Revenue:~~The ~~Subscription~~description ~~revenue~~of ~~for~~the Merger Agreement and the ~~fourth~~transactions ~~quarter~~contemplated ofby ~~fiscal~~the ~~2025~~Merger ~~was~~Agreement ~~$106.5~~(including, ~~million~~without limitation, anthe ~~increase~~Merger) ofin ~~6.3%~~this ~~year~~Current Report on Form 8-~~over-year.~~K ~~Service~~(this ~~revenue~~“Current ~~was~~Report”) ~~$11.3~~does ~~million,~~not anpurport ~~increase~~to ofbe ~~7.1%~~complete ~~year-over-year.~~and ~~Total~~is ~~revenue~~subject ~~was~~to ~~$117.7~~and ~~million~~qualified in its entirety by reference to the full text of the Merger Agreement, ana ~~increase~~copy of ~~6.4%~~which ~~year-over-year~~is attached hereto as Exhibit 2.1 and incorporated herein by reference.

~~Subscription~~Item ~~revenue for the full fiscal year 2025 was $414~~1.802. ~~million,~~Termination ~~an increase~~ of ~~8.2% year-over-year. Service revenue was $45.1 million,~~ a ~~decrease~~Material ofDefinitive 6Agreement.~~6% year-over-year. Total revenue was $459.8 million, an increase of 6.5% year-over-year.~~

~~•GAAP~~The ~~Loss~~information ~~from~~set ~~Operations:~~forth ~~GAAP~~in ~~loss from operations was $4.8 million for~~ the ~~fourth~~Introductory ~~quarter~~Note ofand ~~fiscal~~under ~~2025,~~Item ~~compared to a loss from operations of $17.~~2.01 ~~million for the fourth quarter~~ of ~~fiscal~~this ~~2024.GAAP~~Current ~~loss~~Report ~~from~~is ~~operations~~incorporated ~~was~~herein ~~$30.1~~by ~~million for the full fiscal year 2025, compared to a loss from operations of $64~~reference.~~4 million in fiscal 2024.~~

~~•Non-GAAP~~Concurrently ~~Income~~with ~~from Operations: Non-GAAP income from operations was $26.9 million for~~ the ~~fourth~~closing ~~quarter~~ of ~~fiscal~~the ~~2025~~Merger, ~~compared~~the toCompany ~~non-GAAP~~terminated ~~income~~that ~~from~~certain ~~operations~~Loan ofand ~~$15.9~~Security ~~million~~Agreement, indated ~~the~~as ~~fourth quarter~~ of ~~fiscal~~June ~~2024.Non-GAAP~~14, ~~income~~2017 ~~from~~and ~~operations~~as ~~was~~amended ~~$96.2~~from ~~million~~time ~~for~~to ~~the full fiscal year 2025~~time, by ~~compared~~and tobetween ~~non-GAAP~~Silicon ~~income~~Valley ~~from~~Bank ~~operations~~and ofthe ~~$47.5~~Company ~~million~~ in ~~fiscal~~accordance ~~2024~~with its terms.

~~•Cash~~Item ~~Flow: Net cash provided by operating activities was $18~~2.~~8 million for the fourth quarter of fiscal 2025, compared to net cash provided by operating activities of $16~~01.9 ~~million~~Completion ~~for the fourth quarter~~ of ~~fiscal~~Acquisition ~~2024.Net~~or ~~cash~~Disposition ~~provided by operating activities was $85.5 million for fiscal 2025, compared to net cash used in operating activities~~ of ~~$18~~Assets.~~8 million in fiscal 2024.~~

~~•Free~~The ~~Cash~~information ~~Flow:~~set ~~Free~~forth ~~cash flow was $16.3 million for the fourth quarter of fiscal 2025, compared to $13.8 million~~ in the ~~fourth~~Introductory ~~quarter~~Note of ~~fiscal~~this ~~2024.Free~~Current ~~cash~~Report ~~flow~~is ~~was~~incorporated ~~$73.7~~herein ~~million~~by ~~for the full fiscal year 2025, compared to negative $28~~reference.~~8 million in fiscal 2024.~~

~~•Annual~~Immediately ~~Recurring~~prior ~~Revenue~~to the Effective Time (~~ARR~~as defined below):, ~~ARR~~Parent ~~was~~and ~~$418.0~~the ~~million~~Company entered into that certain Repurchase Agreement, dated as of ~~January~~February 3114, 2025, ~~compared~~ pursuant to which the Company repurchased from SLA II CM Zodiac Holdings, L.P. $~~403~~103,066,756.162 ~~million~~aggregate asprincipal amount of ~~January~~the Company’s 3.95% / 5.50% Convertible Senior PIK Toggle Notes due March 31, ~~2024~~2029 (the “Repurchased Notes”) issued pursuant to the Indenture, ~~representing~~dated ~~ARR~~as ~~growth~~of March 24, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee, as amended and supplemented by the First Supplemental Indenture, dated as of 3September 22, 2023 and as further amended and supplemented from time to time, for an aggregate cash purchase price of $130,000,000.7% Upon such repurchase, the Repurchased Notes were cancelled.

~~•Dollar-Based~~At ~~Retention~~the ~~Rate~~effective time of the Merger (~~DBRR~~the “Effective Time”):, ~~DBRR~~(a) ~~was~~Merger ~~101%~~Sub merged with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of ~~January~~Parent, 31(b) each issued and outstanding share of Class A common stock of the Company, ~~2025~~par value $0.0001 per share (the “Company Class A Common Stock”), ~~compared~~and Class B common stock of the Company, par value $0.0001 per share (the “Company Class B Common Stock”, and together with the Company Class A Common Stock, the “Company Common Stock”) as of immediately prior to ~~106%~~the Effective Time (other than any shares of Company Common Stock held in the treasury of the Company, any Rollover Shares (as defined below), any shares of ~~January~~Company 31Common Stock owned by Parent or Merger Sub, ~~2024~~or any shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with Delaware law) was automatically cancelled and converted into the right to receive $10.00 in cash without interest (the “Merger Consideration”), (c) each share of Company Common Stock held in the treasury of the Company, each Rollover Share (as defined below) and any shares of Company Common Stock owned by Parent or Merger Sub immediately prior to the Effective Time were automatically canceled and ceased to exist and no consideration was delivered in exchange therefor and (d) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was automatically converted into and became one fully paid, nonassessable share of common stock, par value $0.00001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and constitute the only outstanding shares of capital stock of the Surviving Corporation.

~~Reconciliations~~Immediately prior to the Effective Time, (a) Tien Tzuo and certain of ~~GAAP~~his affiliates (collectively, the “CEO Parties”) contributed to an indirect parent company of Parent shares of Company Common Stock with an aggregate value (based on the Merger Consideration) equal to approximately $70,000,000 in exchange for equity interests in such indirect parent company of Parent (such shares, the “CEO Rollover Shares”) and ~~non-GAAP~~(b) ~~financial~~certain ~~measures~~members ~~are~~of ~~provided~~management of the Company (the “Rollover Management”) contributed to an indirect parent company of Parent certain of their shares of Company Common Stock in exchange for equity interests in such indirect parent company of Parent (such shares, the ~~tables~~“Management ~~below~~Rollover Shares”, and together with the CEO Rollover Shares, the “Rollover Shares”). As a result of the Merger, the Rollover Shares contributed to such parent company of Parent by the CEO Parties and the Rollover Management were automatically canceled, ceased to exist and no consideration was delivered in exchange thereof.

~~Explanation~~Immediately prior to the Effective Time, each outstanding option to purchase Company Common Stock that was granted under any Company Stock Plan (as defined by the Merger Agreement) (“Company Stock Option”), whether or not vested and exercisable, that has a per share exercise price that is less than the Merger Consideration was cancelled and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, without interest and subject to applicable withholding taxes, equal to the product obtained by multiplying (a) the excess of ~~Key~~the ~~Operational~~Merger ~~Metric:~~Consideration over the per share exercise price of such Company Stock Option, by (b) the number of shares of Company Common Stock issuable upon the exercise of such Company Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding Company Stock Option, whether or not vested and exercisable, that has a per share exercise price that is equal to or greater than the Merger Consideration was cancelled for no consideration.

~~Annual~~Immediately ~~Recurring~~prior ~~Revenue~~to ~~(ARR). ARR represents~~ the ~~annualized~~Effective ~~recurring~~Time, ~~value~~each atoutstanding ~~the~~award ~~time~~ of ~~initial~~restricted ~~booking~~stock orunits ~~contract~~covering ~~modification~~shares ~~for~~Company ~~all~~Common ~~active~~Stock ~~subscription~~subject ~~contracts~~to atvesting conditions ~~the~~based ~~end~~solely ofon acontinued ~~reporting~~employment ~~period.~~or ~~ARR~~service ~~excludes~~that ~~the~~was ~~value~~granted ofunder ~~non-recurring~~any ~~revenue~~Company ~~such~~Stock asPlan ~~professional~~(“Company ~~services~~RSUs”) ~~revenue~~was ascancelled ~~well~~and asconverted ~~contracts~~into ~~with~~the ~~new~~right ~~customers~~to ~~with~~receive afrom ~~term~~Parent or ofthe ~~less~~Surviving ~~than~~Corporation ~~one~~an ~~year.~~amount ~~ARR~~in ~~should~~cash, bewithout ~~viewed~~interest ~~independently~~and ofsubject ~~revenue~~to ~~and~~applicable ~~deferred~~withholding ~~revenue~~taxes, ~~and~~equal isto ~~not~~the ~~intended~~product toobtained beby multiplying (a) ~~substitute~~the ~~for,~~number orof ~~combined~~shares ~~with,~~of ~~any~~Company ofCommon ~~these~~Stock ~~items.~~subject ~~ARR~~to ~~growth~~such isCompany ~~calculated~~RSUs by ~~dividing~~(b) the Merger ~~ARR~~Consideration, aswith ofsuch aamount ~~period~~vesting ~~end~~and becoming payable by the ~~ARR~~Surviving ~~for~~Corporation subject to and in accordance with the ~~corresponding~~vesting ~~period~~schedule ~~end~~and ofother terms and conditions (including acceleration provisions) applicable to the corresponding Company RSU immediately prior ~~fiscal~~to ~~year.~~the Effective Time to which such payment relates.

~~Dollar-based~~Immediately ~~Retention~~prior ~~Rate~~to ~~(DBRR).~~the WeEffective ~~calculate~~Time, ~~DBRR~~each asoutstanding award of arestricted ~~period~~stock ~~end~~units bysubject, ~~starting~~in ~~with~~whole ~~the~~or ~~sum~~in ofpart, ~~the annual~~to ~~contract~~performance-vesting ~~value~~conditions, including performance goals or metrics, that was granted under any Company Stock Plan (“~~ACV~~Company PSUs”) ~~from~~(other ~~all~~than ~~customers~~Company asPSUs ofthat ~~twelve~~are ~~months~~forfeited ~~prior~~in toaccordance ~~such~~with ~~period~~their ~~end,~~terms orif ~~prior~~the applicable ~~period~~performance ~~ACV.~~condition Weis ~~then~~not ~~calculate~~satisfied ~~the~~prior ~~sum~~to of the ~~ACV~~Effective ~~from~~Time) ~~these~~were ~~same~~cancelled ~~customers~~and asconverted ofinto the ~~current~~right ~~period~~to ~~end,~~receive from Parent or ~~current~~the ~~period~~Surviving ~~ACV.~~Corporation ~~Current~~an ~~period~~amount ~~ACV~~in ~~includes~~cash, ~~any~~without ~~upsells~~interest and ~~also~~subject ~~reflects~~to ~~contraction~~applicable orwithholding taxes, ~~attrition~~equal ~~over~~to the ~~trailing~~product ~~twelve~~obtained ~~months~~by ~~but~~multiplying ~~excludes~~(a) ~~revenue~~the ~~from~~number ~~new~~of ~~customers~~shares ~~added~~of Company Common Stock subject to such Company PSUs immediately prior to the Effective Time, determined in accordance with the ~~current~~applicable ~~period.~~award Weagreement ~~then~~governing ~~divide~~such Company PSU by (b) the ~~current~~Merger ~~period~~Consideration, ~~ACV~~with such amount vesting and becoming payable by the ~~prior~~Surviving ~~period~~Corporation ~~ACV~~subject to ~~arrive~~and atin ~~our~~accordance ~~dollar-based~~with ~~retention~~any ~~rate~~applicable performance conditions, vesting schedule and other terms and conditions (including acceleration provisions) applicable to the corresponding Company PSU immediately prior to the Effective Time to which such payment relates.

~~Explanation~~Immediately prior to the Effective Time, each Company Warrant (as defined by the Merger Agreement) that was outstanding and unexercised immediately prior to the Effective Time, ceased to represent a warrant exercisable for shares of ~~Non-GAAP~~Company ~~Financial~~Common ~~Measures:~~Stock and was cancelled. Because the Merger Consideration was less than the exercise price of the Company Warrants, no holder of any Company Warrants is entitled to any payments in respect of the Company Warrants in the Merger.

InItem ~~addition to financial measures prepared in accordance with U~~3.S.01 ~~generally~~Notice accepted accounting principles (“GAAP”), this Current Report on Form 8-K (“Current Report”) and the accompanying table contains non-GAAP financial measures including: non-GAAP income from operations; non-GAAP operating margin; and free cash flow. The presentation of ~~these~~Delisting ~~financial~~or ~~measures~~Failure ~~is not intended~~ to beSatisfy ~~considered in isolation or as~~ a ~~substitute~~Continued ~~for,~~Listing Rule or ~~superior~~Standard; ~~to,~~Transfer ~~financial~~of ~~information prepared and presented in accordance with GAAP~~Listing.

WeThe ~~use~~information ~~non-GAAP~~set ~~financial~~forth ~~measures~~ in ~~conjunction with GAAP measures as part of our overall assessment of our performance, including~~ the ~~preparation~~Introductory ofNote ~~our annual operating budget~~ and ~~quarterly~~under ~~forecasts,~~Item ~~to evaluate the effectiveness of our business strategies and to communicate with our Board of Directors concerning our financial performance~~2.01 ~~We believe these non-GAAP measures provide investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons~~ of ~~our~~this ~~operating~~Current ~~results.~~Report Weis ~~also~~incorporated ~~believe~~herein ~~these~~by non-GAAP measures are useful in evaluating our operating performance compared to that of other companies in our industry, as they generally eliminate the effects of certain items that may vary for different companies for reasons unrelated to overall operating performancereference.

WeOn ~~exclude~~February 14, 2025, in connection with the ~~following~~completion ~~items~~of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and requested that the NYSE suspend trading of the Company Class A Common Stock on the NYSE prior to the opening of trading on February 14, 2025. The Company has requested that the NYSE file a notification of removal from ~~one~~listing oron Form ~~more~~25 with the SEC with respect to the Company Class A Common Stock in order to effect the delisting of ~~our~~such ~~non-GAAP~~shares ~~financial~~from ~~measures:~~the NYSE. Such delisting will result in the deregistration of the Company Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Form 15 requesting the deregistration of the Company Class A Common Stock under Section 12(g) of the Exchange Act, which will suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to the Company Class A Common Stock.

~~•Stock-based~~Item ~~compensation expense~~3.03 WeMaterial ~~exclude~~Modification ~~stock-based~~to ~~compensation~~Rights expense, which is a non-cash expense, because we believe that excluding this item provides meaningful supplemental information regarding operational performance. In particular, stock-based compensation expense is not comparable across companies given it is calculated using a variety of ~~valuation~~Security ~~methodologies and subjective assumptions~~Holders.

~~•Amortization~~The ofinformation ~~acquired~~set ~~intangible~~forth ~~assets.~~in Wethe ~~exclude~~Introductory ~~amortization~~Note ofand ~~acquired~~under ~~intangible~~Item ~~assets~~2.01, ~~which~~Item is3.01 aand ~~non-cash~~Item ~~expense,~~5.03 ~~because~~of wethis doCurrent ~~not~~Report ~~believe~~is itincorporated ~~has~~herein ~~a direct correlation to the operation of our business~~by reference.

~~•Charitable~~Pursuant ~~contributions.~~to Wethe ~~exclude~~Merger ~~expenses~~Agreement ~~associated~~and in connection with ~~charitable~~the ~~donations~~completion of ~~our~~the ~~common~~Merger, ~~stock.~~each Weshare ~~believe~~of ~~that~~Company ~~excluding~~Common ~~these~~Stock ~~non-cash~~(except ~~expenses~~as ~~allows~~described ~~investors~~in toItem ~~make~~2.01 of ~~more~~this ~~meaningful~~Current ~~comparisons~~Report) ~~between~~was ~~our~~automatically ~~operating~~cancelled ~~results~~ and ~~those~~converted ofinto ~~other~~the ~~companies~~right to receive the Merger Consideration.

~~•Shareholder~~Item ~~matters~~5.01 WeChange exclude non-recurring charges and benefits, net of insurance recoveries, including litigation expenses, settlements and other legal, consulting and advisory fees, related to shareholder matters that are outside of the ordinary course of our business, including expenses related to a cooperation agreement. We believe these charges and benefits do not have a direct correlation to the operations of our business and may vary in ~~size~~Control ~~depending on the timing, results and resolution~~ of ~~such litigation, settlements, agreements or other shareholder matters~~Registrant.

~~•Asset~~The ~~impairment.~~information Weset ~~exclude~~forth ~~non-cash~~in ~~charges~~the ~~for~~Introductory ~~impairment~~Note ~~of assets, including impairments related to internal-use software, office leases,~~ and ~~acquired~~under ~~intangible~~Item ~~assets~~2.01 ~~Impairment charges can vary significantly in terms of amount~~ and ~~timing~~Item ~~and we do not consider these charges indicative of our current or past operating performance~~3.01 ~~Moreover, we believe that excluding the effects~~ of ~~these~~this ~~charges~~Current ~~allows~~Report ~~investors~~is toincorporated ~~make~~herein ~~more~~by ~~meaningful comparisons between our operating results and those of other companies~~reference.

~~•Change~~As ina ~~fair~~result ~~value~~of the Merger, a change in control of ~~debt~~the ~~derivative~~Company occurred, and ~~warrant~~the ~~liabilities.~~Company Webecame ~~exclude~~a ~~fair~~wholly ~~value~~owned ~~adjustments~~subsidiary ~~related~~of toParent. In connection with the Merger, ~~debt~~the ~~derivative~~aggregate ~~and~~purchase ~~warrant~~price ~~liabilities,~~paid ~~which~~for ~~are~~all ~~non-cash~~outstanding ~~gains~~shares orof ~~losses,~~the Company (except as ~~they~~described ~~can~~in ~~fluctuate~~Item ~~significantly~~2.01 ~~with~~of ~~changes~~this inCurrent ~~Zuora's~~Report) ~~stock~~was ~~price~~approximately ~~and~~$1.7 ~~market~~billion. ~~volatility,~~The ~~and~~funds doused ~~not~~to ~~reflect~~complete the ~~underlying~~Merger ~~cash~~and ~~flows~~the ortransactions ~~operational~~contemplated thereby ~~results~~were provided by equity contributions from funds managed by affiliates of ~~the~~Silver ~~business~~Lake and GIC, as well as third-party debt financing.

~~•Acquisition-related~~Item ~~expenses~~5.02 WeDeparture ~~exclude~~of ~~acquisition-related~~Directors ~~expenses~~or ~~(including~~Certain ~~integration-related~~Officers; ~~charges)~~Election ~~that~~of ~~are~~Directors; ~~not~~Appointment ~~related~~of toCertain ~~our~~Officers; ~~ongoing~~Compensatory ~~operations.~~Arrangements ~~These~~of ~~expenses~~Certain ~~include gains or losses recognized on contingent consideration related~~ Officers.

toThe ~~acquisitions,~~information ~~including~~set ~~costs~~forth ~~associated~~in ~~with~~the ~~our~~Introductory ~~proposed~~Note ~~acquisition. We do not consider these transaction expenses as reflective~~ of ~~our~~this ~~core~~Current ~~business~~Report oris ~~ongoing~~incorporated ~~operating~~herein ~~performance.~~by reference.

~~•Workforce~~In ~~reductions.~~connection Wewith ~~exclude~~the ~~charges~~Merger, ~~related~~at tothe ~~workforce~~Effective ~~reduction~~Time, ~~plans~~each of the directors of the Company (Tien Tzuo, ~~including~~Jason ~~severance~~Pressman, ~~health~~Omar ~~care~~Abbosh, ~~and~~Sarah ~~related~~Bond, ~~expenses.~~Laura Clayton WeMcDonnell, ~~believe~~Ken ~~these~~Goldman, ~~charges~~Amy ~~are~~Guggenheim ~~not~~Shenkan, ~~indicative~~Tim ofHaley, ~~our~~John ~~continuing~~D. ~~operations~~Harkey Jr. and Joe Osnoss) resigned as directors of the Company.

~~Additionally,~~Item we5.03 ~~disclose~~Amendments ~~"free cash flow", which is a non-GAAP measure that includes adjustments~~ to ~~operating~~Articles ~~cash flows for cash impacts related to net purchases~~ of ~~property~~Incorporation ~~and~~or ~~equipment.~~Bylaws; WeChange ~~include the impact of net purchases of property and equipment~~ in ~~our~~Fiscal ~~free cash flow calculation because we consider these capital expenditures to be a necessary component of our ongoing operations~~Year. ~~We believe this measure is meaningful to investors because management reviews cash flows generated from operations including such expenditures.~~

~~Investors~~Pursuant ~~are~~to ~~cautioned that there are material limitations associated with~~ the ~~use~~terms of ~~non-GAAP~~the ~~financial~~Merger ~~measures~~Agreement, asat anthe ~~analytical~~Effective ~~tool.~~Time, ~~The~~the ~~non-GAAP~~certificate ~~measures~~of weincorporation ~~use~~of ~~may~~the beCompany, ~~different~~as ~~from~~in ~~non-GAAP~~effect ~~financial~~immediately ~~measures~~prior ~~used~~to the byMerger, ~~other~~was ~~companies,~~amended ~~limiting~~and ~~their~~restated ~~usefulness~~to ~~for~~be ~~comparison~~in ~~purposes.~~the Weform ~~compensate~~of ~~for~~the ~~these~~certificate ~~limitations~~of byincorporation ~~providing~~attached ~~specific~~as ~~information~~Exhibit ~~regarding~~3.1 ~~the~~to ~~GAAP~~this ~~items~~Current ~~excluded~~Report, ~~from~~which ~~these~~is ~~non-GAAP~~incorporated ~~financial~~herein ~~measures~~by reference.

~~The~~In ~~information~~addition, inat ~~this~~the ~~Current~~Effective ~~Report~~Time, isthe ~~furnished~~bylaws ~~and shall not be deemed "filed" for purposes~~ of ~~Section 18 of~~ the ~~Securities Exchange Act of 1934~~Company, as ~~amended~~in ~~(the~~effect ~~"Exchange~~immediately ~~Act"),~~prior ~~or otherwise subject~~ to the ~~liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933~~Merger, aswere amended ~~(the~~and ~~"Securities~~restated ~~Act").~~to ~~The information contained herein shall not~~ be ~~deemed incorporated by reference~~ in ~~any~~the ~~registration~~form of ~~statement or other document filed with~~ the ~~Securities~~bylaws ~~and~~attached ~~Exchange~~as ~~Commission~~Exhibit by3.2 ~~Zuora,~~to ~~regardless~~this ofCurrent ~~any general incorporation language in such filing~~Report, ~~unless~~which ~~expressly~~are incorporated herein by ~~specific~~ reference ~~in such filing~~.

~~Cautionary~~Item ~~Statement~~5.07 ~~Regarding~~Submission ~~Forward-Looking~~of ~~Statements~~ Matters to a Vote of Security Holders.

This Current Report contains certain "forward-looking" statements as that term is defined by Section 27A of the Securities Act and Section 21E of the Exchange Act, including "may" and "will". Forward-looking statements include statements regarding or audited financial results may vary from the preliminary estimates, are subject to adjustment and such differences could be material. Forward looking statements are not a guarantee of future performance or results. The ~~forward-looking~~information ~~statements~~set ~~included~~forth in ~~this~~the ~~Current~~Introductory ~~Report~~Note ~~represent our views as~~ of ~~the date of~~ this Current Report. Weis ~~undertake~~incorporated noherein ~~obligation~~by ~~to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise~~reference. ~~These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report.~~

~~Zuora~~On February 13, ~~Inc~~2025, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the Company’s definitive proxy statement filed with the SEC on December 31, 2024, as amended and supplemented, and first mailed to the Company’s stockholders on or about December 31, 2024.

~~RECONCILIATION~~As OFof ~~SELECTED~~December ~~GAAP~~31, ~~MEASURES~~2024, TOthe ~~NON-GAAP~~record ~~MEASURES~~date for the Special Meeting, there were 145,840,655 shares of the Company Class A Common Stock and 8,639,794 shares of the Company Class B Common Stock outstanding. There were 100,305,177 shares of the Company Class A Common Stock and 8,532,815 shares of the Company Class B Common Stock present in person or represented by proxy at the Special Meeting, which constituted a quorum for the transaction of business. In deciding the proposals at the Special Meeting, each share of the Company Class A Common Stock represented one vote and each share of the Company Class B Common Stock represented ten votes. The final results for the votes regarding each proposal are set forth below.

Proposal 1 (the “Merger Proposal”) was to consider and vote on the proposal to adopt the Merger Agreement. Approval of the Merger Proposal required the affirmative vote of (1) the holders of a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, voting as a single class (the “Majority Vote”), (2) the holders of a majority of the voting power of the outstanding shares of capital stock of the Company held by the Unaffiliated Company Stockholders (as defined in ~~thousands~~the Merger Agreement) entitled to vote thereon, ~~except~~voting ~~percentages~~as a single class (the “Unaffiliated Stockholder Vote”) (144,769,191 outstanding shares of Company Class A Common Stock and 1,511,850 outstanding shares of Company Class B Common Stock entitled to vote thereon), and (3) the holders of a majority of the outstanding shares of the Company Class A Common Stock and the Company Class B Common Stock entitled to vote thereon, each voting separately as a class (each, the “Class A Vote” and “Class B Vote”).

(unaudited)

	For	Against	Abstain
Majority Vote	171,176,623	6,610,286	7,846,418
Unaffiliated Stockholder Vote	85,219,069	6,610,286	7,846,418
Class A Vote	85,909,073	6,549,686	7,846,418
Class B Vote	85,267,550	60,600	0

~~Operating~~The ~~(Loss)~~Merger ~~Income~~Proposal ~~and~~was ~~Operating~~approved ~~Margin~~by the Company’s stockholders at the Special Meeting.

	Three Months Ended January 31,						Fiscal Year Ended January 31,
	2025			2024			2025			2024
Reconciliation of (loss) income from operations:
GAAP loss from operations	$	(4,750)		$	(17,168)		$	(30,129)		$	(64,407)
Add:
Stock-based compensation	20,966			23,079			90,098			101,052
Workforce reductions	4,378			6,984			5,896			7,249
Acquisition-related expenses	5,104			—			22,204			211
Amortization of acquired intangibles	1,199			607			3,905			2,690
Asset impairment	—			2,219			—			3,811
Shareholder matters	—			153			4,240			(3,112)
Non-GAAP income from operations	$	26,897		$	15,874		$	96,214		$	47,494
GAAP operating margin	(4)		%	(16)		%	(7)		%	(15)		%
Non-GAAP operating margin	23		%	14		%	21		%	11		%

Proposal 2 (the “Compensation Proposal”) was to consider and vote on the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. Approval of the Compensation Proposal required the affirmative vote of the holders of a majority of the voting power of the Company Common Stock entitled to vote on such matter that were present in person or represented by proxy at the meeting and voted for or against the matter.

			Three Months Ended January 31,				Fiscal Year Ended January 31,
For	Against	Abstain
			2025		2024		2025		2024
168,319,358	6,301,743	11,012,226
Reconciliation of free cash flow:
Net cash provided by (used in) operating activities (GAAP)			$	18,835	$	16,909	$	85,545	$	(18,767)
Less:
Purchases of property and equipment			(2,550)		(3,074)		(11,802)		(9,987)
Free cash flow (non-GAAP)			$	16,285	$	13,835	$	73,743	$	(28,754)
Net cash provided by (used in) investing activities (GAAP)			$	87,687	$	(181,303)	$	35,835	$	(84,277)
Net cash provided by financing activities (GAAP)			$	4,540	$	4,916	$	10,846	$	156,542

The ~~financial~~Compensation ~~results~~Proposal ~~included~~was inapproved ~~this~~by ~~report are preliminary and pending~~ the ~~completion of Zuora~~Company’s ~~financial~~stockholders ~~closing~~at ~~and audit. As a result, Zuora’s audited financial results may vary from~~ the ~~preliminary~~Special ~~estimates, are subject to adjustment and such differences could be material~~Meeting. Financial results will not be available or final until Zuora completes its financial closing and audit and, if applicable, files its annual report on Form 10-K for the period. Given the proposed acquisition of Zuora, we may not ever release our final results.

Proposal 3 (the “Adjournment Proposal”) was to consider and vote on the proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Approval of the Adjournment Proposal required the affirmative vote of the holders of a majority of the voting power of the Company Common Stock entitled to vote on such matter that were present in person or represented by proxy at the meeting and voted for or against the matter.

For	Against	Abstain
167,167,026	10,386,943	8,079,358

The Adjournment Proposal was approved by the Company’s stockholders at the Special Meeting.

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

Item 8.01

Other Events.

On February 14, 2025, the Company issued a press release announcing the completion of the Merger. A copy of this press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description of Exhibit

2.1	Agreement and Plan of Merger, dated as of October 17, 2024, by and among Zuora, Inc., Parent and Merger Sub (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024).*
10.1	Voting, Support and Rollover Agreement, dated as of October 17, 2024, by and among Zodiac Purchaser, L.L.C., Zodiac Holdco, L.L.C., Silver Lake Alpine II, L.P., Zuora, Inc., and the stockholders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024).
3.1	Amended and Restated Certificate of Incorporation of Zuora, Inc., dated as of February 14, 2025.
3.2	Second Amended and Restated Bylaws of Zuora, Inc., dated as of February 14, 2025.
99.1	Press Release dated as of February 14, 2025.
104	Cover Page Interactive Data file (embedded within the Inline XBRL document).

*	All schedules to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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.

				ZUORA, INC.
		Zuora, INC.
		(Registrant)		~~(Registrant)~~
Dated: February 11, 2025			By:	/s/ Todd McElhatton
Dated: February 14, 2025	By:	/s/ Andrew M. Cohen
				Todd McElhatton
		Andrew M. Cohen
				Chief Financial Officer
		Chief Legal Officer and Corporate Secretary

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