Item 8.01 Other Events.

As previously disclosed, on October 10, 2022, ForgeRock, Inc. ("ForgeRock") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Project Fortress Parent, LLC ("Parent") and Project Fortress Merger Sub, Inc. ("Merger Sub"), providing for the merger of Merger Sub with and into ForgeRock (the "Merger"), with ForgeRock continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Thoma Bravo Fund XV, L.P., which is managed by Thoma Bravo, L.P.

The consummation of the Merger is subject to the satisfaction or waiver of certain closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act").

On December 22, 2022, ForgeRock and Parent each received a request for additional information (together, the "Second Request") from the Department of Justice (the "DOJ") in connection with the DOJ's review of the Merger. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both ForgeRock and Parent have substantially complied with the Second Request, unless the waiting period is terminated earlier by the DOJ or extended by agreement of ForgeRock and Parent.

ForgeRock and Parent expect to promptly respond to the Second Request and to continue working cooperatively with the DOJ as it conducts its review of the Merger.

Item9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No. Description

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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