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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) September 25, 2024
 
NV5 GLOBAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware001-3584945-3458017
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(I.R.S. Employer Identification No.)
  200 South Park Road,Suite 350
Hollywood,Florida33021
(Address of Principal Executive Offices)(Zip Code)
 
(954) 495-2112
(Registrant’s Telephone Number, Including Area Code)

n/a
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueNVEEThe NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  



Item 7.01 Regulation FD Disclosure.

On September 25, 2024, NV5 Global, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has authorized a 4-for-1 forward split (the “Stock Split”) of its common stock, par value $0.01 per share (the “Common Stock”), to be effected through an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”). The Amendment will also effect a proportionate increase in the number of shares of authorized Common Stock, and will become effective upon its filing with the Secretary of State of the State of Delaware. As a result of the Stock Split, each holder of record of Common Stock as of the close of business on October 9, 2024 will receive three additional shares of Common Stock, to be distributed after the close of trading on October 10, 2024. Trading in the Common Stock is expected to commence on a split-adjusted basis on October 11, 2024. The press release is attached hereto as Exhibit 99.1.

The information contained in Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: September 25, 2024
 
 NV5 GLOBAL, INC.
 By: /s/ Richard Tong
 Name:
Title: 		Richard Tong
Executive Vice President and General Counsel


Exhibit 99.1
NV5 Announces 4-for-1 Stock Split; Enhances Accessibility of Stock Ownership for Employees and Investors

HOLLYWOOD, Fla., September 25, 2024 – NV5 Global, Inc. (the “Company” or “NV5”) (Nasdaq: NVEE), a provider of technology, certification, and consulting solutions, announced that it will conduct a four-for-one stock split of the Company’s common stock to make stock ownership more accessible to employees and increase liquidity in public trading of NV5 stock.

Since NV5’s initial public offering, the Company has strategically used stock-based compensation to attract and retain the industry’s top engineers and technical professionals. Equity also plays a key role in the Company’s mergers and acquisitions strategy as a component of the payment terms in most transactions. The strategic use of stock in employee compensation and acquisition consideration creates partners and promotes alignment between the interests of the Company’s employees, executive team, and NV5’s investors.

The stock split was approved by NV5’s Board of Directors and will increase the number of shares of NV5’s outstanding common stock to approximately 65.1 million shares.

“NV5 stock ownership plays a key role in recruiting and retaining the best talent in our industry, as well as attracting quality, leading-edge companies through strategic mergers and acquisitions,” said Dickerson Wright, PE, Executive Chairman at NV5. “As a result of our continued growth and plans for future expansion, splitting of the stock will make stock ownership more attainable for existing employees and those employees joining NV5 through acquisitions. The more accessible stock price also provides an opportunity for new investors to invest in NV5 stock and for our traditional investors, who have been with us since the IPO, to expand their position in NVEE.”

Shareholders of record as of the close of market on October 9, 2024 are expected to receive three additional shares of common stock for every one share of common stock held after market close on October 10, 2024. NV5’s shares are expected to begin trading on a post-split basis on the Nasdaq Global Select Market at the market open on October 11, 2024.

About NV5

NV5 Global, Inc. (NASDAQ: NVEE) is a provider of technology, certification, and consulting solutions for public and private sector clients supporting sustainable infrastructure, utility, and building assets and systems. The Company focuses on multiple verticals: construction quality assurance, infrastructure engineering, utility services, buildings & program management, environmental health sciences, and geospatial technology services to deliver innovative, sustainable solutions to complex issues and improve lives in our communities. NV5 operates out of more than 100 offices nationwide and abroad. For additional information, please visit the Company’s website at www.NV5.com. Also visit the Company on LinkedIn, Twitter, Facebook, and Instagram.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law.

Investor Relations Contact

NV5 Global, Inc.
Jack Cochran
Vice President, Marketing & Investor Relations
Tel: +1-954-637-8048
Email: ir@nv5.com




v3.24.3
Document and Entity Information Document
Sep. 25, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 25, 2024
Entity Registrant Name NV5 GLOBAL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-35849
Entity Tax Identification Number 45-3458017
Entity Address, Address Line One 200 South Park Road,
Entity Address, Address Line Two Suite 350
Entity Address, City or Town Hollywood,
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33021
City Area Code 954
Local Phone Number 495-2112
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol NVEE
Security Exchange Name NASDAQ
Entity Central Index Key 0001532961
Amendment Flag false
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