FALSE000181080600018108062024-03-042024-03-04

Date of Report (Date of earliest event reported): March 4, 2024

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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On March 4, 2024, Unity Software Inc. (the “Company”) agreed to repurchase approximately $479.8 million aggregate principal amount of the Company’s outstanding 0% Convertible Senior Notes due 2026 (the “Notes”) from certain holders of the Notes in separate, privately negotiated transactions for an aggregate cash repurchase price of approximately $415.0 million (the “Repurchases”). The Company’s repurchase of the Notes is an opportunistic use of capital intended to manage a portion of its upcoming debt maturity towers proactively and efficiently.

The Repurchases are expected to close on March 7, 2024. Following the closing of the Repurchases, the Company intends to cancel the repurchased Notes and, after such cancellation of repurchased Notes, approximately $1,245.2 million aggregate principal amounts of Notes will remain outstanding.

This Current Report on Form 8-K contains “forward-looking” statements including, but not limited to, statements related to the amount of Notes to be repurchased, and the ability to complete the Repurchases on the timeline described herein or at all. These forward-looking statements are based on management’s beliefs and assumptions and on information available to management as of the date they are made. However, investors should not place undue reliance on any such forward-looking statements because they speak only as of the date they are made. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the Company’s historical experience and its present expectations or projections. These risks and uncertainties include, but are not necessarily limited to, changes in the price of the Company’s common stock and in market conditions generally, as well as those described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including without limitation the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.

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