Entry into a Material Definitive Agreement · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On August 5, 2026, Red Violet, Inc. (the “Company” or “Red Violet”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc.…
Filed Aug 7, 2026Accepted Aug 7, 2026, 4:20 PM EDTCIK 1720116Accession 0001193125-26-340311
At red violet, we build proprietary technologies and apply analytical capabilities to deliver identity intelligence. Our technology powers critical solutions, which empower organizations to operate with confidence. Our solutions enable the real-time identification and location of people, businesses, assets and their interrelationships. These solutions are used for purposes including identity verification, risk mitigation, due diligence, fraud detection and prevention, regulatory compliance, and customer acquisition. Our cloud-native, AI-embedded identity intelligence platform, CORE™, is purpose-built for the enterprise, yet flexible enough for organizations of all sizes, bringing clarity to massive datasets by transforming data into intelligence. Our solutions are used today to enable frictionless commerce, enhance safety, and mitigate fraud and the related financial losses borne by society. For more information, please visit www.redviolet.com.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On August 5, 2026, Red Violet, Inc. (the “Company” or “Red Violet”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc. and Needham & Company, LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to the Company’s underwritten public offering (the “Offering”) of 1,666,667 shares (the “Firm Shares”) of its common stock, par value $0.001 per share (“Common Stock”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase an additional 250,000 shares of Common Stock (together with the Firm Shares, the “Shares”), which was exercised in full on August 6, 2026.
The Shares were offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus that form part of an effective shelf registration statement on Form S-3 (File No. 333-291649), which was filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2025 and was declared effective on November 25, 2025.
On August 7, 2026, the Company closed the Offering and issued the Shares. The public offering price for each Share was $60.00. The anticipated net proceeds to the Company from the Offering are approximately $108.6 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes, including potential strategic acquisitions.
The Underwriting Agreement includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and were subject to limitations agreed upon by the contracting parties.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
A copy of the opinion of Akerman LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On August 5, 2026, the Company issued a press release announcing the launch of the Offering. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Also, on August 5, 2026, the Company issued a press release announcing the pricing of the Offering. The press release is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
On August 7, 2026, the Company issued a press release announcing the closing of the Offering. The press release is attached as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.
Filed exhibits (2)
EX-99.1 (by filename) rdvt-ex99_1.htm
EX-99.1
4
rdvt-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
red violet Announces Proposed Public Offering of Common Stock
BOCA RATON, Fla., Aug. 05, 2026 (GLOBE NEWSWIRE) - Red Violet, Inc. (“red violet”) (NASDAQ: RDVT), a leading analytics and information solutions provider, today announced the commencement of a proposed underwritten public offering (the “Offering”) of shares of its common stock. In addition, red violet intends to grant the underwriters a 30-day option to purchase up to an additional fifteen percent (15%) of shares of its common stock offered in the Offering on the same terms and conditions. All of the shares of common stock to be sold in the Offering will be offered by red violet. The Offering is subject to market conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
red violet intends to use the net proceeds from the Offering for working capital and general corporate purposes, including potential strategic acquisitions.
Raymond James and Needham & Company are acting as joint book-running managers and as representatives of the underwriters for the Offering.
A shelf re…
EX-99.2
5
rdvt-ex99_2.htm
EX-99.2
EX-99.2
Exhibit 99.2
red violet Announces Pricing of $100 Million Underwritten Public Offering of Common Stock
BOCA RATON, Fla., Aug. 05, 2026 (GLOBE NEWSWIRE) - Red Violet, Inc. (“red violet”) (NASDAQ: RDVT), a leading analytics and information solutions provider, today announced the pricing of its previously announced underwritten public offering (the “Offering”) of 1,666,667 shares of its common stock at a public offering price of $60.00 per share. The gross proceeds to red violet from the Offering, before deducting underwriting discounts and commissions and offering expenses payable by red violet, are expected to be $100 million. The Offering is expected to close on August 7, 2026, subject to customary closing conditions. In addition, red violet has granted the underwriters a 30-day option to purchase up to an additional 250,000 shares of common stock at the public offering price, less the underwriting discounts and commissions.
red violet intends to use the net proceeds from the Offering for working capital and general corporate purposes, including potential strategic acquisitions.
Raymond James and Needham & Company are acting as joi…