8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2022

HIRERIGHT HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware	001-40982	83-1092072
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Centerview Drive, Suite 300

Nashville, Tennessee 37214

(Address of principal executive offices) (Zip Code)

(615) 320-9800

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

☐	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	Name of each exchange on which registered
Common stock, par value $0.001 per share	HRT	The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

Item 8.01 Other Events.

On November 14, 2022, HireRight Holdings Corporation (the “Company”) issued a press release announcing that the Company has authorized a $100 million share repurchase program. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated November 14, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIRERIGHT HOLDINGS CORPORATION
Date: November 14, 2022	By:	/s/ Brian Copple
	Name:	Brian Copple
	Title:	General Counsel and Secretary

EX-99.1

EXHIBIT 99.1

 

HireRight Board of Directors Authorizes $100 Million Share Repurchase Program

Nashville, Tenn. - November 14, 2022 - HireRight Holdings Corporation (NYSE: HRT) ("HireRight" or the "Company"), a leading provider of background screening services, today announced its Board of Directors has authorized a two-year $100 million share repurchase program.

Under the repurchase program, the Company may purchase shares of its common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will depend on a variety of factors, including stock price, trading volume, market conditions and other general business considerations. The repurchase program may be modified, suspended, or terminated at any time.

Repurchases under this program may be funded from the Company’s existing cash and cash equivalents and future cash flows. As of September 30, 2022, the Company had $146.5 million in cash and cash equivalents.

About HireRight

HireRight is a leading global provider of technology-driven workforce risk management and compliance solutions. We provide comprehensive background screening, verification, identification, monitoring, and drug and health screening services for approximately 39,000 customers across the globe. We offer our services via a unified global software and data platform that tightly integrates into our customers’ human capital management systems enabling highly effective and efficient workflows for workforce hiring, onboarding, and monitoring. In 2021, we screened over 29 million job applicants, employees and contractors for our customers and processed over 110 million screens. For more information, visit www.HireRight.com or contact InvestorRelations@HireRight.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the federal securities laws related to the size, duration, mechanics, and funding of the repurchase program. These forward-looking statements are not guarantees. They reflect our current expectations and projections with respect to future events and are based on assumptions and estimates and subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from expectations or results projected or implied by forward-looking statements. Among other things, we may terminate the repurchase plan early for various reasons, including a decision to allocate available cash to purposes other than the repurchase program, or the market price of our stock may increase to a level above the limit we have set for the repurchase plan, and in either case we may repurchase fewer shares and/or spend less money on repurchases than contemplated by the program. Also, there can be no assurances about any positive anticipated effects of the repurchase program.

For more information on the business risks we face and factors that could affect the outcome of forward-looking statements, refer to our Annual Report on Form 10-K filed with the SEC on March 21, 2022, in particular the sections of that document entitled “Risk Factors,” “Forward-Looking Statements,” and “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and other filings we make from time to time with the SEC. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts:

Investors:

InvestorRelations@HireRight.com

+1 949-528-1000

Media:

Monica.Soladay@HireRight.com

XML

Cover	Nov. 14, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2022
Entity File Number	001-40982
Entity Registrant Name	HIRERIGHT HOLDINGS CORPORATION
Entity Central Index Key	0001859285
Entity Tax Identification Number	83-1092072
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Centerview Drive, Suite 300
Entity Address, City or Town	Nashville
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37214
City Area Code	615
Local Phone Number	320-9800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	HRT
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false