BCOR / Grayscale Funds Trust - Grayscale Bitcoin Adopters ETF - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-25131 Avantax, Inc. (Exact name of registrant as specified in its charte

BCOR / Blucora Inc / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 avta20231121.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AVANTAX, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 095229100 (CUSIP Number) November 21, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AVANTAX, INC. * * * * * * * * ARTICLE I.

AVANTAX, INC. 8-K Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AVANTAX, INC. * * * * * * * * ARTICLE I. The name of the corporation is Avantax, Inc. (the “Corporation”). ARTICLE II. The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, county of New Castle, Delaware, 19808. The name o

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

AMENDED AND RESTATED BYLAWS AVANTAX, INC. (a Delaware corporation) ARTICLE I Stockholders

AVANTAX, INC. 8-K Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AVANTAX, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the bo

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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 27, 2023 AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation or organization) (Co

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on November 27, 2023

As filed with the Securities and Exchange Commission on November 27, 2023 Registration Nos.

Cetera Holdings Announces Close of Avantax Acquisition Avantax to operate as a unique community within Cetera Holdings, bringing more than 3,100 financial professionals and over $82 billion in assets to Cetera Acquisition further expands Cetera’s tax

AVANTAX, INC. 8-K Exhibit 99.1 Cetera Holdings Announces Close of Avantax Acquisition Avantax to operate as a unique community within Cetera Holdings, bringing more than 3,100 financial professionals and over $82 billion in assets to Cetera Acquisition further expands Cetera’s tax and wealth management offerings and represents core component of Cetera’s growth strategy Dallas and Los Angeles – Nov

Submission of Matters to a Vote of Security Holders

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 21, 2023 AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation or organization) (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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 6, 2023 AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation or organization) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-25131 Avantax, Inc. (E

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 6, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

Avantax Reports Third Quarter 2023 Results

Exhibit 99.1 Avantax Reports Third Quarter 2023 Results DALLAS, TX — November 6, 2023 — Avantax, Inc. (NASDAQ: AVTA), a leading provider of technology-enabled, tax-intelligent financial solutions, today announced financial results for the third quarter ended September 30, 2023. Third Quarter Highlights and Recent Developments •Reported total revenue of $192.3 million for the third quarter. This re

Avantax, Inc. Supplemental Information September 30, 2023 Table of Contents

Exhibit 99.2 Avantax, Inc. Supplemental Information September 30, 2023 Table of Contents Page Consolidated Financial Information: Condensed Consolidated Financial Results (Unaudited) 2 Reconciliation of Certain Non-GAAP Financial Measures to the Nearest Comparable GAAP Financial Measures 4 Net Leverage Ratio 6 Reconciliation of Operating Free Cash Flow 7 Operating Metrics 8 Avantax Condensed Conso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED OCTOBER 6, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy State

Table of Contents PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED OCTOBER 6, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CALCULATION OF FILING FEE TABLES SCHEDULE 14A (Form Type) AVANTAX, INC. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Valuation Proposed Maximum Aggregate Value of Transaction (1) (2) Fee Rate Amount of Filing Fee (3) F

EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES SCHEDULE 14A (Form Type) AVANTAX, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Avantax Enters into Definitive Agreement to be Acquired by Cetera Holdings Avantax Stockholders to Receive $26.00 Per Share in Cash Avantax Financial Professionals and Accounting Firms to Expand and Enhance Cetera’s Wealth Management Group Ecosystem

AVANTAX, INC. 8-K Exhibit 99.1 Avantax Enters into Definitive Agreement to be Acquired by Cetera Holdings Avantax Stockholders to Receive $26.00 Per Share in Cash Avantax Financial Professionals and Accounting Firms to Expand and Enhance Cetera’s Wealth Management Group Ecosystem Avantax To Operate as a Standalone Entity Within Cetera Holdings, Further Expanding Cetera’s Tax and Wealth Management

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): September 9, 2023 AVANTAX, INC. (

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): September 9, 2023 AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Exhibit 2.1

AVANTAX, INC. 8-K Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ARETEC GROUP, INC., C2023 SUB CORP. and AVANTAX, INC. Dated as of September 9, 2023 Table of Contents Page Article I DEFINITIONS Section 1.1. Definitions 2 Article II THE MERGER Section 2.1. The Merger 2 Section 2.2. The Closing 2 Section 2.3. Effective Time 3 Section 2.4. Certificate of Incorporation and Byl

AVANTAX, INC. EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN FIRST AMENDMENT PARTICIPATION AGREEMENT

AVANTAX, INC. 8-K Exhibit 10.1 EXECUTION VERSION AVANTAX, INC. EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN FIRST AMENDMENT TO PARTICIPATION AGREEMENT This First Amendment (the “Amendment”) to that certain Participation Agreement (the “Participation Agreement”), entered into as of May 11, 2022, between Avantax, Inc. (f/k/a Blucora, Inc.) (the “Company”) and Christopher W. Walters (“Executive”), is e

BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (PERFORMANCE-BASED RESTRICTED STOCK UNITS)

Exhibit 10.2 BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (PERFORMANCE-BASED RESTRICTED STOCK UNITS) TO: (the “Participant” or “you”) FROM: Blucora, Inc., a Delaware corporation (the “Company”) You are hereby granted by the Company a Restricted Stock Unit Award (the “Award”) under the Blucora, Inc. 2018 Long-Term Incentive Plan (the “Incentive Plan”). Each restric

Avantax Reports Second Quarter 2023 Results

Exhibit 99.1 Avantax Reports Second Quarter 2023 Results DALLAS, TX — August 9, 2023 — Avantax, Inc. (NASDAQ: AVTA), a leading provider of technology-enabled, tax-intelligent financial solutions, today announced financial results for the second quarter ended June 30, 2023. Second Quarter Highlights and Recent Developments •Reported total revenue of $186.9 million, a new record, for the second quar

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 9, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number

BLUCORA, INC. NONEMPLOYEE DIRECTOR COMPENSATION POLICY (Amended effective as of May 18, 2022)

Exhibit 10.1 BLUCORA, INC. NONEMPLOYEE DIRECTOR COMPENSATION POLICY (Amended effective as of May 18, 2022) The directors of Blucora, Inc. (the “Company”) who are not employees of the Company or its affiliates (each, an “Eligible Director” and collectively, “Eligible Directors”) shall be entitled to receive the following cash and equity compensation in consideration of the services provided by them

BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (PERFORMANCE-BASED RESTRICTED STOCK UNITS)

Exhibit 10.3 BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (PERFORMANCE-BASED RESTRICTED STOCK UNITS) TO: (the “Participant” or “you”) FROM: Blucora, Inc., a Delaware corporation (the “Company”) You are hereby granted by the Company a Restricted Stock Unit Award (the “Award”) under the Blucora, Inc. 2018 Long-Term Incentive Plan (the “Incentive Plan”). Each restric

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-25131 Avantax, Inc. (Exact

Avantax, Inc. Supplemental Information June 30, 2023 Table of Contents

Exhibit 99.2 Avantax, Inc. Supplemental Information June 30, 2023 Table of Contents Page Consolidated Financial Information: Condensed Consolidated Financial Results (Unaudited) 2 Reconciliation of Certain Non-GAAP Financial Measures to the Nearest Comparable GAAP Financial Measures 4 Net Leverage Ratio 6 Reconciliation of Operating Free Cash Flow 7 Operating Metrics 8 Avantax Condensed Consolidat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of earliest event reported) AV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commi

Calculation of Filing Fee Table FORM S-8 (Form Type) Avantax, Inc. (Exact name of registrant as specified in its charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offer

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Avantax, Inc. (Exact name of registrant as specified in its charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2) Equity Common Stock, par value $0.0001 per sha

Avantax, Inc. Supplemental Information March 31, 2023 Table of Contents

Exhibit 99.2 Avantax, Inc. Supplemental Information March 31, 2023 Table of Contents Page Consolidated Financial Information: Condensed Consolidated Financial Results (Unaudited) 2 Reconciliation of Certain Non-GAAP Financial Measures to the Nearest Comparable GAAP Financial Measures 3 Net Leverage Ratio 4 Operating Metrics 5 Avantax Condensed Consolidated Financial Results (Unaudited, in thousand

As filed with the Securities and Exchange Commission on May 8, 2023

As filed with the Securities and Exchange Commission on May 8, 2023 Registration No.

Avantax Reports First Quarter 2023 Results Avantax continues to post record results in revenue, net new assets and percentage of total client assets held in advisory accounts. Also, for the first time in 7 years, the Company posted organic growth in

Exhibit 99.1 Avantax Reports First Quarter 2023 Results Avantax continues to post record results in revenue, net new assets and percentage of total client assets held in advisory accounts. Also, for the first time in 7 years, the Company posted organic growth in our FP counts. DALLAS, TX — May 8, 2023 — Avantax, Inc. (NASDAQ: AVTA), a leading provider of technology-enabled, tax focused financial s

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 May 8, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact n

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 May 8, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-25131 Avantax, Inc. (Exact

THIRD AMENDMENT TO THE AVANTAX, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.1 THIRD AMENDMENT TO THE AVANTAX, INC. 2016 EMPLOYEE STOCK PURCHASE PLAN This Third Amendment to the Avantax, Inc. 2016 Employee Stock Purchase Plan (this “Amendment”), is adopted by action of the Compensation Committee of the Board of Directors (the “Committee”) of Avantax, Inc. (f/k/a Blucora, Inc.), a Delaware corporation (the “Company”), subject to and to be effective upon the appro

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 May 4, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact n

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 May 4, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number) (

CERTIFICATE OF AMENDMENT NO. 4 TO THE RESTATED CERTIFICATE OF INCORPORATION OF AVANTAX, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT NO. 4 TO THE RESTATED CERTIFICATE OF INCORPORATION OF AVANTAX, INC. Avantax, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that: 1. Article 10 of the Corporation’s Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety as follows: ARTICLE 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 April 3, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is effective as of April 3, 2023 (the “Effective Date”) by and between Christopher W. Walters (the “Executive”) and Avantax, Inc. (the “Company”). This Agreement amends and restates in its entirety the Prior Employment Agreement (as defined below) effective as of the Effective D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

PRELIMINARY COPY – SUBJECT TO COMPLETION – DATED MARCH 24, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendme

PRELIMINARY COPY – SUBJECT TO COMPLETION – DATED MARCH 24, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Press release dated March 1, 2023, announcing the final results of the tender offer.

Avantax, Inc. SC TO-I/A Exhibit (a)(5)(iii) AVANTAX, INC. ANNOUNCES FINAL RESULTS OF TENDER OFFER DALLAS, TEXAS (March 1, 2023) — Avantax, Inc. (NASDAQ: AVTA), a leading provider of technology-enabled, tax-focused financial solutions, announced today the final results of its modified “Dutch auction” tender offer for up to $250 million of its common stock at a price per share not less than $27.00 a

As filed with the Securities and Exchange Commission on March 1, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No

As filed with the Securities and Exchange Commission on March 1, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Other Events

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 February 28, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Num

GENERAL RELEASE AND WAIVER OF CLAIMS

Exhibit 10.41 GENERAL RELEASE AND WAIVER OF CLAIMS This General Release and Waiver of Claims (this “Release”) is executed by Ann Bruder (“Executive”) as of the date set forth below, and will become effective as of the Effective Date (as defined in Section 9 below). This Release is being executed in consideration for the agreements sets forth herein, including payment of the Severance Benefits (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25131 Avantax, Inc. (Exact name

[Signature Pages Follow]

Exhibit 10.39 This AMENDMENT NO. 1 DATED February 2, 2023 (“AMENDMENT NO. 1”), by and among AVANTAX, INC. (f/k/a BLUCORA, INC.), a Delaware corporation (the “Borrower”), each of the Subsidiary Guarantors party hereto (the “Subsidiary Guarantors” and, together with the Borrower, the “Loan Parties”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) an

EMPLOYMENT AGREEMENT

Exhibit 10.42 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), is made and entered into as of January 24, 2023 (the “Execution Date”), by and between Tabitha Bailey (the “Executive”) and Blucora, Inc. (the “Company”). RECITALS WHEREAS, the Company desires to employ the Executive as the Chief Legal Officer and Corporate Secretary beginning on January 23, 2023 (the “Effective Date”

OMNIBUS AMENDMENT TO COMPANY PLANS OF AVANTAX, INC. January 26, 2023

Exhibit 10.40 OMNIBUS AMENDMENT TO COMPANY PLANS OF AVANTAX, INC. January 26, 2023 This Omnibus Amendment to Company Plans (this “Omnibus Amendment”), entered into by Avantax, Inc., a Delaware corporation formerly known as Blucora, Inc. (the “Company”), effects amendments to each of the plans and agreements of the Company set forth on Schedule A (each a “Company Plan” and together the “Company Pla

DESCRIPTION OF SECURITIES

Exhibit 4.1 DESCRIPTION OF SECURITIES The following description of securities of Avantax, Inc. (the “Company,” “we,” “our,” or “us”) is a summary of the rights of our common stock and certain provisions of our restated certificate of incorporation, as amended (our “restated certificate of incorporation”), and our amended and restated bylaws (our “amended and restated bylaws”), each as currently in

Subsidiaries of the registrant

Exhibit 21.1 Subsidiaries of the registrant 1G Acquisitions, LLC, a Delaware Limited Liability Company 1st Global Consulting, Inc., a Texas corporation 1st Global Retirement Services, Inc., a Texas corporation 1st Global Ventures, Inc., a Texas corporation 1st Global, Inc., a Texas corporation 1st Partners & Co, Inc., a Delaware corporation Avantax Acquisitions, LLC, a Delaware Limited Liability C

As filed with the Securities and Exchange Commission on February 27, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendmen

As filed with the Securities and Exchange Commission on February 27, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Avantax, Inc. Announces Preliminary Results of Tender Offer

Avantax, Inc.SC-TO-I/A Exhibit (a)(5)(ii) Avantax, Inc. Announces Preliminary Results of Tender Offer DALLAS, TEXAS (February 27, 2023) — Avantax, Inc. (NASDAQ: AVTA), a leading provider of technology-enabled, tax-focused financial solutions, announced today the preliminary results of its modified “Dutch auction” tender offer for up to $250 million of its common stock at a price per share not less

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

As filed with the Securities and Exchange Commission on February 15, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendmen

SC TO-I/A 1 avta-sctoia021523.htm AMENDMENT TO FORM SC TO-I As filed with the Securities and Exchange Commission on February 15, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Avantax, Inc. (Name of Subject Company (Issuer)) Avantax, Inc. (Names of filing P

Avantax Reports Fourth Quarter 2022 Results

EX-99.1 2 ex-991erq42022.htm EX-99.1 Exhibit 99.1 Avantax Reports Fourth Quarter 2022 Results DALLAS, TX — February 15, 2023 — Avantax, Inc. (NASDAQ: AVTA), a leading provider of technology-enabled, tax focused financial solutions, today announced financial results for the fourth quarter ended December 31, 2022. Fourth Quarter and Full Year 2022 Highlights and Recent Developments •Following the cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Avantax, Inc. Supplemental Information December 31, 2022 Table of Contents

EX-99.2 3 ex-992erq42022.htm EX-99.2 Exhibit 99.2 Avantax, Inc. Supplemental Information December 31, 2022 Table of Contents Page Consolidated Financial Information: Condensed Consolidated Financial Results (Unaudited) 2 Reconciliation of Certain Non-GAAP Financial Measures to the Nearest Comparable GAAP Financial Measures 3 Operating Metrics 4 Avantax Condensed Consolidated Financial Results (Una

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 February 15, 2023 Date of Report (Date of earliest event reported) AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Num

BCOR / Blucora Inc / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15 )* Blucora Inc (Name of Issuer) Common Stock (Title of Class of Securities) 095229100 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

* * *

SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE February 9, 2023 Via EDGAR and Email United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.

BCOR / Blucora Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0428-blucorainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Blucora Inc. Title of Class of Securities: Common Stock CUSIP Number: 095229100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule p

As filed with the Securities and Exchange Commission on February 9, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment

As filed with the Securities and Exchange Commission on February 9, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.

* * *

CORRESP 5 filename5.htm SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE February 3, 2023 Via EDGAR and Email United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Michael Killoy and Christina Chalk Re: Avant

As filed with the Securities and Exchange Commission on February 3, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment

As filed with the Securities and Exchange Commission on February 3, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Letter to brokers, dealers, commercial banks, trust companies and other nominees, dated January 27, 2023.

Avantax, Inc. SC TO-I Exhibit (a)(1)(iv) Offer by AVANTAX, INC. to Purchase for Cash Up to $250,000,000 of its Common Stock At a Purchase Price Not Less Than $27.00 Per Share and Not More Than $31.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON FEBRUARY 24, 2023, UNLESS THE TENDER OFFER IS EXTENDED OR

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 27, 2023 AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction (Commission (IRS Employer of incorpora

Avantax, Inc. Commences a Modified Dutch Auction Tender Offer to Repurchase up to $250 Million of its Common Stock

Avantax, Inc. 8-K Exhibit 99.1 Avantax, Inc. Commences a Modified Dutch Auction Tender Offer to Repurchase up to $250 Million of its Common Stock DALLAS, TEXAS (January 27, 2023) — Avantax, Inc. (NASDAQ: AVTA) (formerly known as Blucora, Inc., the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $250 million of

Filing Fee Table.

Avantax, Inc. SC TO-I Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule TO (Form Type) Avantax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Valuation Transaction Valuation (1) Fee Rate Amount of Filing Fee (2) Fees to Be Paid $250,000,000 0.0001102 $27,550.00 Fees Previously Paid — — — Total Transaction Valuation $250,000,000 — — Total Fees Due for Filing

Letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees, dated January 27, 2023.

EX-99.(A)(1)(V) 6 ex99-a1v.htm LETTER TO CLIENTS FOR USE BY BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Avantax, Inc. SC TO-I Exhibit (a)(1)(v) Offer by AVANTAX, INC. to Purchase for Cash Up to $250,000,000 of its Common Stock At a Purchase Price Not Less Than $27.00 Per Share and Not More Than $31.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS

As filed with the Securities and Exchange Commission on January 27, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Avantax, I

As filed with the Securities and Exchange Commission on January 27, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Notice of Guaranteed Delivery.

Avantax, Inc. SC TO-I Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY (Not to Be Used For Signature Guarantee) To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated January 27, 2023 by AVANTAX, INC. of Up to $250,000,000 of its Common Stock At a Purchase Price Not Less Than $27.00 Per Share and Not More Than $31.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWA

Summary Advertisement in The New York Times, dated January 27, 2023.

Avantax, Inc. SC TO-I Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Avantax, Inc., a Delaware corporation formerly known as Blucora, Inc. (the “Company”). The Tender Offer (as defined below) is made solely by the Offer to Purchase, dated January 27, 2023, and the related Letter of Transmittal, including any amendments or suppl

Offer to Purchase, dated January 27, 2023.

Avantax, Inc. SC TO-I Exhibit (a)(1)(i) AVANTAX, INC. Offer to Purchase for Cash Up to $250,000,000 of its Common Stock At a Purchase Price Not Less Than $27.00 Per Share and Not More Than $31.00 Per Share CUSIP: 095229100 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON FEBRUARY 24, 2023, UNLESS THE TENDER OFFER IS

Press release announcing the Tender Offer, dated January 27, 2023.

Avantax, Inc. SC TO-I Exhibit (a)(5)(i) Avantax, Inc. Commences a Modified Dutch Auction Tender Offer to Repurchase up to $250 Million of its Common Stock DALLAS, TEXAS (January 27, 2023) — Avantax, Inc. (NASDAQ: AVTA) (formerly known as Blucora, Inc., the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $250 m

Form of Letter of Transmittal.

Avantax, Inc. SC TO-I Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated January 27, 2023 by AVANTAX, INC. of Up to $250,000,000 of its Common Stock At a Purchase Price Not Less Than $27.00 Per Share and Not More Than $31.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY T

Avantax Announces Appointment of Tabitha Bailey as Chief Legal Officer and Corporate Secretary

EX-99.1 6 ex99-1.htm PRESS RELEASE BLUCORA, INC. 8-K Exhibit 99.1 Avantax Announces Appointment of Tabitha Bailey as Chief Legal Officer and Corporate Secretary DALLAS, January 26, 2023 – Avantax, Inc. (NASDAQ: AVTA) (formerly known as Blucora, Inc. (NASDAQ: BCOR)), a leading provider of tax-focused wealth management services, today announced that Tabitha Bailey has been appointed Chief Legal Offi

CERTIFICATE OF AMENDMENT NO. 3 TO THE RESTATED CERTIFICATE OF INCORPORATION OF BLUCORA, INC.

BLUCORA, INC. 8-K Exhibit 3.1 CERTIFICATE OF AMENDMENT NO. 3 TO THE RESTATED CERTIFICATE OF INCORPORATION OF BLUCORA, INC. Blucora, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that: 1. Article 1 of the Corporation’s Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety as fol

AMENDED AND RESTATED BYLAWS OF AVANTAX, INC. (as of January 26, 2023) TABLE OF CONTENTS

BLUCORA, INC. 8-K Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AVANTAX, INC. (as of January 26, 2023) TABLE OF CONTENTS Page SECTION 1 OFFICES 1 SECTION 2 STOCKHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meetings 1 2.2.1 Generally 1 2.2.2 Procedure 1 2.2.3 Requested Record Date 2 2.2.4 Special Meeting Request 3 2.2.5 Special Meeting Request Qualifications 3 2.2.6 Revocation of Special Meeting Request

Form of RSU Award Agreement BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (PERFORMANCE-BASED RESTRICTED STOCK UNITS)

EX-10.2 5 ex10-2.htm FORM OF RESTRICTED STOCK UNIT AGREEMENT BLUCORA, INC. 8-K Exhibit 10.2 EXHIBIT A Form of RSU Award Agreement BLUCORA, INC. 2018 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (PERFORMANCE-BASED RESTRICTED STOCK UNITS) TO: Ann Bruder (the “Participant” or “you”) FROM: Blucora, Inc., a Delaware corporation (the “Company”) You are hereby granted by the Company a Cash

CONSULTING AGREEMENT

BLUCORA, INC. 8-K Exhibit 10.1 CONSULTING AGREEMENT Blucora, Inc. (the “Company”) and Ann Bruder (“Contractor”) hereby enter into this Consulting Agreement (this “Agreement”) as of January 24, 2023 (“Effective Date”): 1. Consulting Period. Subject to the terms of this Agreement, Contractor shall provide Consulting Services (as defined below) to the Company on a non-exclusive basis as an independen

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): January 21, 2023 AVANTAX, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction (Commission (IRS Employer of incorpora

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 January 25, 2023 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

Blucora Announces New Corporate Name and Ticker Symbol Blucora to Change Name to Avantax and Ticker Symbol to AVTA

Exhibit 99.1 Blucora Announces New Corporate Name and Ticker Symbol Blucora to Change Name to Avantax and Ticker Symbol to AVTA DALLAS, TX – January 25, 2023 – Blucora, Inc. (NASDAQ: BCOR), a leading provider of tax-focused wealth management services, today announced a corporate name change to Avantax, Inc. and a change of its NASDAQ ticker symbol from “BCOR” to “AVTA” effective as of 12:01 a.m. E

Restatement Agreement, dated January 24, 2023, among Blucora, Inc., as borrower, and certain of its subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and each lender party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 24, 2023).

Blucora, Inc 8-K Exhibit 10.1 Execution Version This RESTATEMENT AGREEMENT dated January 24, 2023 (this “Restatement Agreement”), by and among BLUCORA, INC., a Delaware corporation (the “Borrower”), each of the Subsidiary Guarantors party hereto (the “Subsidiary Guarantors” and, together with the Borrower, the “Loan Parties”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, t

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

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 January 24, 2023 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

Blucora Enters into $270 Million Amended and Restated Credit Facility

Blucora, Inc 8-K Exhibit 99.1 Blucora Enters into $270 Million Amended and Restated Credit Facility DALLAS, January 25, 2023 – Blucora, Inc. (“Blucora” or the “Company”) (NASDAQ: BCOR) announced today that the Company and certain of its wholly-owned subsidiaries entered into a credit agreement (the “Amended and Restated Credit Agreement”), which amended and restated the Company’s existing credit a

Blucora Acknowledges Director Nomination Notice from Engine Capital Company Has Successfully Unlocked Significant Value for Stockholders Through Sale of TaxAct and is Now a Pure-Play Wealth Management Company Company Confirms Previously Announced Pla

Exhibit 99.1 Blucora Acknowledges Director Nomination Notice from Engine Capital Company Has Successfully Unlocked Significant Value for Stockholders Through Sale of TaxAct and is Now a Pure-Play Wealth Management Company Company Confirms Previously Announced Plans to Return Significant Capital to Stockholders and Rebrand DALLAS, January 23, 2023 – Blucora, Inc. (“Blucora” or the “Company”) (NASDA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 bcor-defa14a012323.htm SOLICITING MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

Financial Statements and Exhibits, Other Events

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 January 20, 2023 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 December 19, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Num

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

BLUCORA, INC. 8-K Exhibit 99.1 Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements On December 19, 2022, Blucora, Inc. (the ?Company?) completed the previously announced sale of its tax software business (the ?Transaction?) to Franklin Cedar Bidco, LLC, a Delaware limited liability company (?Buyer?), pursuant to that certain Stock Purchase Agreement, dated as of October 31, 20

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 December 19, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (E

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 December 19, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Num

Blucora Announces Closing of TaxAct Sale Company Plans to Return $400 - $450 Million of Capital to Shareholders through a $250 Million Modified Dutch Auction Tender Offer and Additional Share Buyback Authorization of up to $200 Million Announces Redu

Blucora, Inc. 8-K Exhibit 99.1 Blucora Announces Closing of TaxAct Sale Company Plans to Return $400 - $450 Million of Capital to Shareholders through a $250 Million Modified Dutch Auction Tender Offer and Additional Share Buyback Authorization of up to $200 Million Announces Reduction in Board Size at 2023 Annual Meeting DALLAS, December 19, 2022 – Blucora, Inc. (“Blucora” or the “Company”) (NASD

Blucora, Inc. Supplemental Information September 30, 2022 Table of Contents

Exhibit 99.2 Blucora, Inc. Supplemental Information September 30, 2022 Table of Contents Page Consolidated Financial Information: Condensed Consolidated Statements of Operations (Unaudited) 2 Condensed Consolidated Financial Results (Unaudited) 3 Reconciliation of Certain Non-GAAP Financial Measures to the Nearest Comparable GAAP Financial Measures 4 Net Leverage Ratio 6 Reconciliation of Operatin

Blucora Reports Third Quarter 2022 Results

Exhibit 99.1 Blucora Reports Third Quarter 2022 Results DALLAS, TX — November 1, 2022 — Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled, tax focused financial solutions, today announced financial results for the third quarter ended September 30, 2022. Third Quarter Highlights and Recent Developments •Avantax added newly recruited assets of $214 million during the third quart

BLUCORA TO BECOME AVANTAX, A PURE-PLAY LEADING U.S. INDEPENDENT BROKER-DEALER AND INVESTMENT ADVISOR THAT PROVIDES TAX-FOCUSED WEALTH MANAGEMENT SOLUTIONS Has Entered Into Definitive Agreement to Sell Tax Software Business for $720 Million in Cash Co

Blucora, Inc. 8-K Exhibit 99.1 BLUCORA TO BECOME AVANTAX, A PURE-PLAY LEADING U.S. INDEPENDENT BROKER-DEALER AND INVESTMENT ADVISOR THAT PROVIDES TAX-FOCUSED WEALTH MANAGEMENT SOLUTIONS Has Entered Into Definitive Agreement to Sell Tax Software Business for $720 Million in Cash Company to Use Proceeds to Pay Down Debt and Return Excess Capital to Shareholders Company to Streamline Operations and R

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 November 1, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Ex

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 November 1, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

Stock Purchase Agreement, dated as of October 31, 2022, by and among Blucora, Inc., TaxAct Holdings, Inc., Franklin Cedar Bidco, LLC and DS Admiral Bidco, LLC

Blucora, Inc. 8-K Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT by and among TAXACT HOLDINGS, INC., BLUCORA, INC., FRANKLIN CEDAR BIDCO, LLC and DS ADMIRAL BIDCO, LLC Dated as of October 31, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE 2 2.1 Purchase and Sale of the Company Shares and Membership Interests 2 2.2 Other Closing Date Settlements 2 2.3 Working Ca

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 October 31, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Ex

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 October 31, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-25131 Blucora, Inc. (E

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 August 14, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numbe

AMENDED AND RESTATED BYLAWS OF BLUCORA, INC. (as of August 14, 2022) TABLE OF CONTENTS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-25131 Blucora, Inc. (Exact

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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 August 8, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number

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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 June 22, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-25131 Blucora, Inc. (Exact

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EXHIBIT 10.1 FIRST AMENDMENT TO THE BLUCORA, INC. EXECUTIVE CHANGE OF CONTROL SEVERANCE PLAN The Compensation Committee of the Board of Directors (the ?Committee?) of Blucora, Inc., a Delaware corporation (the ?Company?), has adopted this First Amendment to the Blucora, Inc. Executive Change of Control Severance Plan (this ?Amendment?), effective as of May 2, 2022 (the ?Effective Date?). Capitaliz

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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 May 4, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number) (

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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 April 20, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25131 Blucora, Inc. (Exact name

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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 February 16, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 bcor-defa14a021422.htm ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

DFAN14A 1 dfan14a0948804102142022.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐

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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 February 14, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Num

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Blucora Inc. Title of Class of Securities: Common Stock CUSIP Number: 095229100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14 )* Blucora Inc (Name of Issuer) Common Stock (Title of Class of Securities) 095229100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Form of Employment Agreement for Executive Officers (entered into by and between the Company and Todd Mackay, effective April 20, 2020, entered into by and between the Company and Marc Mehlman, effective April 27, 2020, entered into by and between the Company and Ann Bruder, effective June 19, 2020, and entered into by and between the Company and Mr. Campbell, effective February 1, 2022) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 4, 2022).

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into with an effective date of (the ?Effective Date?), by and between (the ?Executive?) and Blucora, Inc. (the ?Company?). RECITALS [WHEREAS, the Executive executed an Employment Agreement with the Company effective as of (together with any extensions thereto, the ?Prior Employment Agreement?), which

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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 February 1, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

Regulation FD Disclosure, Financial Statements and Exhibits

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 January 20, 2022 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

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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): December 10, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Nu

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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): December 9, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Num

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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 November 4, 2021 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numb

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-25131 Blucora, Inc. (E

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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 August 26, 2021 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numbe

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

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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 June 29, 2021 Date of Report (Date of earliest event reported) BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-25131 Blucora, Inc. (Exact

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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): April 21, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numbe

- ADDITIONAL DEFINITIVE MATERIAL

DEFA14A 1 bcor-defa14a042121.htm ADDITIONAL DEFINITIVE MATERIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use o

Financial Statements and Exhibits, Other Events

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): April 19, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numbe

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DFAN14A 1 dfan14a0647002904192021.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Blucora Board Sends Letter to Stockholders Refreshed Board Has Taken Decisive Steps to Drive Long-Term Shareholder Value and Continues to Evaluate Strategic Options Stockholders Urged to Vote “FOR” ALL of Blucora’s Highly Qualified Directors on the B

Blucora, Inc. 8-K Exhibit 99.1 Blucora Board Sends Letter to Stockholders Refreshed Board Has Taken Decisive Steps to Drive Long-Term Shareholder Value and Continues to Evaluate Strategic Options Stockholders Urged to Vote “FOR” ALL of Blucora’s Highly Qualified Directors on the BLUE Proxy Card DALLAS, April 19, 2021 – Blucora, Inc. (the "Company") (NASDAQ: BCOR), a leading provider of technology-

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Other Events

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): April 12, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numbe

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Acclaimed Antitrust Expert Believes Ancora CEO Fred DiSanto Cannot Serve on Blucora’s Board of Directors Says Mr. DiSanto’s Service on Blucora Board Would Violate Section 8 of the Clayton Act Blucora Further Notes That DiSanto’s History of Lax Compli

Blucora, Inc. 8-K Exhibit 99.1 Acclaimed Antitrust Expert Believes Ancora CEO Fred DiSanto Cannot Serve on Blucora?s Board of Directors Says Mr. DiSanto?s Service on Blucora Board Would Violate Section 8 of the Clayton Act Blucora Further Notes That DiSanto?s History of Lax Compliance With Other Key Rules Would in Any Event Set an Inappropriate Tone at the Top Stockholders Urged to Vote ?FOR? ALL

- EXHIBIT 99.1 - DISANTO BIOGRAPHY SLIDE

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Glass Lewis Recommends Blucora Stockholders Vote on the BLUE Proxy Card “FOR” All Blucora Director Nominees

Blucora, Inc. 8-K Exhibit 99.1 Glass Lewis Recommends Blucora Stockholders Vote on the BLUE Proxy Card ?FOR? All Blucora Director Nominees DALLAS, April 9, 2021 ? Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled, tax-focused financial solutions, today announced Glass, Lewis and Co., LLC (?Glass Lewis?), a leading independent proxy advisory firm, has recommended that stockhold

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Financial Statements and Exhibits, Other Events

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): April 9, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Financial Statements and Exhibits, Other Events

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): April 6, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Number

Blucora Board Sends Letter to Stockholders Notes Significant Concerns About Ancora Nominees, Plan and Conduct Stockholders Urged to Vote “FOR” ALL of Blucora’s Highly Qualified Directors on the BLUE Proxy Card

Blucora, Inc. 8-K Exhibit 99.1 Blucora Board Sends Letter to Stockholders Notes Significant Concerns About Ancora Nominees, Plan and Conduct Stockholders Urged to Vote ?FOR? ALL of Blucora?s Highly Qualified Directors on the BLUE Proxy Card DALLAS, April 6, 2021 ? Blucora, Inc. (the ?Company?) (NASDAQ: BCOR), a leading provider of technology-enabled, tax-focused financial solutions, today mailed a

supplemental information shared by us on April 6th

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- EXHIBIT 99.1 - SUPPLEMENTAL SLIDES

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* * * * *

Sidley Austin LLP One South Dearborn Street Chicago, IL 60603 +1 312 853 7000 +1 312 853 7036 Fax AMERICA ? ASIA PACIFIC ? EUROPE +1 312 853 7443 bberg@sidley.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- ADDITIONAL DEFINITIVE PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Blucora, Inc. 8-K

Blucora, Inc. 8-K Exhibit 99.2 BUILDING LONG - TERM VALUE FOR SHAREHOLDERS March 2021 Privileged and Confidential Prepared at the Direction of Counsel Contains Input From Counsel for Purposes of Providing Legal Advice VoteBlucora.com DRAFT Subject to Completion Important Information 2 Forward - Looking Statements T his presentation contains forward - looking statements within the meaning of Sectio

Financial Statements and Exhibits, Other Events

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): March 31, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Blucora Publishes Detailed Investor Presentation Outlining Momentum and Progress Under Leadership of Current Board and Management Team Provides Details Regarding Board’s Review of All Paths to Create Value for Stockholders Addresses Many of Ancora’s

Blucora, Inc. 8-K Exhibit 99.1 Blucora Publishes Detailed Investor Presentation Outlining Momentum and Progress Under Leadership of Current Board and Management Team Provides Details Regarding Board?s Review of All Paths to Create Value for Stockholders Addresses Many of Ancora?s False and Misleading Claims Describes Ancora?s Overreaching Campaign to Replace Nearly Half of Blucora?s Independent Di

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- ADDITIONAL DEFINITIVE PROXY MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Ancora slate’s presentation

- ADDITIONAL DEFINITIVE PROXY MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Blucora Contrasts Expertise and Progress Under Current Board Against Ancora’s Questionable Nominees in Letter to Stockholders Current Balanced, Diverse Board of Directors Brings Expertise Gained at Some of World’s Most Respected Companies, Further Au

Blucora, Inc. 8-K Exhibit 99.1 Blucora Contrasts Expertise and Progress Under Current Board Against Ancora?s Questionable Nominees in Letter to Stockholders Current Balanced, Diverse Board of Directors Brings Expertise Gained at Some of World?s Most Respected Companies, Further Augmented by Four New Directors Since March 2020 Ancora Nominees Lack Relevant Experience and Would Weaken the Board DALL

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Financial Statements and Exhibits, Other Events

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): March 24, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numbe

- ADDITIONAL DEFINITIVE PROXY MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

EXHIBIT 99.1 - LETTER TO STOCKHOLDERS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Financial Statements and Exhibits, Other Events

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): March 15, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Numbe

Blucora Sends Letter to Stockholders Highlighting Strength of Current Board and Progress with Company’s Strategic Transformation Refreshed Board and Rebuilt Management Team Executing New Strategy and Continuing to Evaluate Options to Maximize Value f

Blucora, Inc. 8-K Exhibit 99.1 Blucora Sends Letter to Stockholders Highlighting Strength of Current Board and Progress with Company?s Strategic Transformation Refreshed Board and Rebuilt Management Team Executing New Strategy and Continuing to Evaluate Options to Maximize Value for All Stockholders Ancora?s Demand for Four Board Seats and Immediate Sale of TaxAct is Unreasonable Stockholders Urge

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

- DEFINITIVE PROXY STATEMENT IN CONNECTION WITH CONTESTED SOLICITATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(

- EXHIBIT 99.1 - LETTER TO STOCKHOLDERS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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DFAN14A 1 dfan14a0647002903082021.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confid

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): February 26, 2021 BLUCORA, INC. (Exact name of registrant as specified in its charter) Delaware 000-25131 91-1718107 (State or other jurisdiction of incorporation) (Commission File Nu

- PRELIMINARY PROXY STATEMENT

PRELIMINARY COPY - SUBJECT TO COMPLETION - DATED MARCH 1, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BLUCORA ANNOUNCES APPOINTMENT OF TINA PERRY TO THE BOARD OF DIRECTORS

Blucora, Inc. 8-K Exhibit 99.1 BLUCORA ANNOUNCES APPOINTMENT OF TINA PERRY TO THE BOARD OF DIRECTORS DALLAS, TX ? March 1, 2021 ? Blucora, Inc. (NASDAQ: BCOR), a leading provider of technology-enabled, tax-focused financial solutions, today announced the appointment of Tina Perry to the Company?s Board of Directors, effective February 27, 2021. As the fourth new independent director added to the B