RDDTREDDIT, INC.
8-K1.012.039.01

Jul 2, 2025

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RDDT 8-K: Smart Summary

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On July 1, 2025, Reddit, Inc. entered into an Amended and Restated Credit and Guarantee Agreement with JPMorgan Chase Bank, N.A. as administrative agent, which amended and restated the existing Credit and Guarantee Agreement dated October 8, 2021 (as previously amended May 23, 2023), primarily to extend the maturity of the revolving credit facility to July 1, 2030 and reduce total commitments to $500M.

Item 1.01: Entry into a Material Definitive Agreement

Agreements

  • Amended and Restated Credit and Guarantee Agreement — Reddit, Inc. (borrower), guarantors listed therein, lenders listed therein, and JPMorgan Chase Bank, N.A. (administrative agent); effective July 1, 2025; amends and restates the Credit and Guarantee Agreement dated October 8, 2021 (as amended May 23, 2023); extends revolving credit facility maturity to July 1, 2030; decreases total commitments to $500M; maintains letter of credit sublimit of $100M; removes credit spread adjustments from interest rate calculation while otherwise maintaining pricing substantially similar to the existing agreement; modifies financial covenants to transition to a maximum total leverage ratio beginning after July 1, 2025; joint lead arrangers and joint bookrunners are JPMorgan Chase Bank, N.A., BofA Securities, Inc., Goldman Sachs Lending Partners LLC, and Morgan Stanley Senior Funding, Inc.

Conditions

  • Collateral Release (Investment Grade Fall-Away) — Guarantees and collateral permanently fall away upon the Company's achievement of certain investment grade ratings from two rating agencies, provided no Default or Event of Default exists and the Administrative Agent receives a certificate from a Responsible Officer confirming satisfaction of the conditions
  • Closing Conditions — All conditions precedent in Section 4.01 must be satisfied or waived; Closing Date is the first date all such conditions are met
  • Conditions to All Borrowings — Each borrowing subject to conditions set forth in Section 4.02
  • Maximum Total Leverage Ratio Covenant — Financial covenant transitions to a maximum total leverage ratio beginning after July 1, 2025
  • Change of Control — Triggered if any person or group (other than Permitted Holders) acquires beneficial ownership of 35% or more on a fully diluted basis of voting interests in the Borrower's equity interests, or obtains the power to elect a majority of the Board of Directors

Financial Impact

  • Revolving Credit Facility Commitment — Total commitments decreased to $500M (down from prior facility level)
  • Letter of Credit Sublimit — Maintained at $100M
  • Alternative Currency Sublimit — Dollar Equivalent of $100,000,000
  • Applicable Rate (Term Benchmark Spread / RFR Loan Spread) — 1.25% per annum
  • Applicable Rate (ABR Spread / Canadian Prime Rate Spread) — 0.25% per annum
  • Commitment Fee — 0.15% per annum
  • Default Rate — ABR plus Applicable Rate for ABR Loans plus 2% per annum; for Term Benchmark loans, applicable interest rate plus 2% per annum
  • ABR Floor — Minimum rate of 1.00%
  • Collateral — Facility continues to be primarily secured by liens on substantially all of the Company's assets, including intellectual property assets
  • Cost Savings Add-back Cap — Run-rate cost savings and synergies added to Consolidated EBITDA, together with Pro Forma Adjustment cost savings, capped at 15.0% of Consolidated EBITDA for such period (calculated prior to giving effect to the addition of all such amounts)
§ MORE SUMMARIES

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