Vertex, Inc. — Capital/Financing Update 2025

Nov 20, 2025

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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 14, 2025

VERTEX, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39413	23-2081753
(State or other jurisdiction of incorporation or organization)	(Commission
File Number)	(I.R.S. Employer Identification No.)

2301 Renaissance Blvd. King of Prussia , Pennsylvania 19406

(Address of principal executive offices) (Zip Code)

( 800 ) 355-3500

(Registrant’s telephone number, include area code)

N/A

(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))

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, $0.001 par value per share | VERX | The Nasdaq Stock Market LLC |

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. ¨

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Item 1.01. Entry into a Material Definitive Agreement.

First Amendment to Amended and Restated Credit Agreement

On November 14, 2025, Vertex, Inc. (the “Company”), the guarantors party thereto, PNC Bank, National Association, as administrative agent (the “Administrative Agent”), and the lenders party thereto entered into the First Amendment to Credit Agreement (the “First Amendment”), which amended the Amended and Restated Credit Agreement, dated as of November 4, 2025 (the “A&R Credit Agreement”), by and among the Company, the guarantors party thereto, the Administrative Agent, and the lenders party thereto, and provides for additional capacity under the A&R Credit Agreement for the Company to make dividends or distributions, including share repurchases, subject to certain conditions. Specifically, such dividends or distributions may be made provided that (i) no event of default has occurred and is continuing or would result from such dividend or distribution and (ii) the Company maintains a pro forma secured debt net leverage ratio of less than 2.50 to 1.00, calculated as if the dividend or distribution and any related indebtedness had occurred as of the last day of the most recent fiscal quarter for which financial statements were delivered.

The foregoing description of the terms of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	First Amendment to Credit Agreement by and among Vertex, Inc., the guarantors party thereto, PNC Bank, National Association, as administrative agent, and the lenders party, thereto, dated as of November 14, 2025.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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.

VERTEX, INC. — By:	/s/ Bryan Rowland
Name:	Bryan Rowland
Title:	General Counsel and Secretary

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