Amendment: SEC Form 10-K/A filed by NV5 Global Inc.
$NVEE
Other Consumer Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 28 , 2024
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 001-35849
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant's telephone number, including area code: (954 ) 495-2112
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
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The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the last business day of the registrant’s most recently completed second fiscal quarter was approximately $1.3 billion. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.
As of May 28, 2025, there were 65,655,713 shares outstanding of the registrant’s common stock, $0.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE
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NV5 GLOBAL, INC.
FORM 10-K/A ANNUAL REPORT
TABLE OF CONTENTS
| Page | ||||||||
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information known to us regarding the beneficial ownership of our common stock as of May 28, 2025 by: (i) each stockholder who is known by us to beneficially own more than 5% of our common stock, (ii) each of our Directors, (iii) each of our Named Executive Officers listed in the “Summary Compensation Table” and (iv) all of our Directors, and Named Executive Officers as a group.
The information in the following table has been presented in accordance with the rules of the SEC. Under such rules, beneficial ownership of a class of capital stock includes any shares of common stock of such class as to which a person, directly or indirectly, has or shares voting power or investment power and also any shares as to which a person has the right to acquire such voting or investment power within 60 days through the exercise of any stock option, warrant, or other right. If two or more persons share voting power or investment power with respect to specific securities, each such person is deemed to be the beneficial owner of such securities. Except as otherwise indicated, the address of each of the individuals and entities named below is 200 South Park Road, Suite 350, Hollywood, Florida 33021.
| Beneficially Owned (1) | |||||||||||
| Amount and Nature of Beneficial Ownership (2) | Percent of Class (3) | ||||||||||
| Directors and Named Executive Officers: | |||||||||||
| Alexander A. Hockman (4) | 342,612 | * | |||||||||
| William D. Pruitt (5) | 84,564 | * | |||||||||
| François Tardan (6) | 29,704 | * | |||||||||
| Richard Tong (7) | 50,618 | * | |||||||||
| Dickerson Wright (8) | 7,004,608 | 10.7% | |||||||||
| MaryJo E. O’Brien (9) | 263,621 | * | |||||||||
| Edward H. Codispoti (10) | 89,154 | * | |||||||||
| Denise Dickins (11) | 22,000 | * | |||||||||
| Brian C. Freckmann (12) | 34,240 | * | |||||||||
| Ben Heraud (13) | 171,154 | * | |||||||||
| All Directors and Named Executive Officers as a group (10 persons) (14) | 8,092,275 | 12.3% | |||||||||
| 5% Holders | |||||||||||
| Entities affiliated with Cercano Management LLC (15) | 3,925,599 | 6.0% | |||||||||
| Blackrock, Inc. (16) | 8,870,036 | 13.5% | |||||||||
| The Vanguard Group (17) | 3,801,612 | 5.8% | |||||||||
_____________________
* Less than 1%.
(1)Except as otherwise indicated, the persons named in the above table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information contained in the following footnotes to this table.
(2)Under the rules of the SEC, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options or warrants.
(3)Calculated on the basis of 65,655,713 shares of common stock outstanding as of May 28, 2025. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days after such date, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days after such date. Consequently, the denominator for calculating beneficial ownership percentages may be different for each beneficial owner.
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(4)Includes 67,916 shares of restricted stock which are forfeitable until vested.
(5)Includes 50,000 shares of our common stock held by Pruitt Enterprises, LP. Mr. Pruitt is the President of Pruitt Ventures, Inc., which is the general partner of Pruitt Enterprises, LP and has voting and dispositive power with respect to these shares, 2,000 shares of our common stock held by Mr. Pruitt's spouse's living trust, of which Mr. Pruitt disclaims beneficial ownership, 6,564 shares of our common stock held by The William D. Pruitt Jr. Living Trust, and 26,000 shares of our common stock held by Mr. Pruitt. Mr. Pruitt disclaims beneficial ownership except to the extent of any indirect pecuniary interest therein. Includes 6,000 restricted stock units issued on October 8, 2024 that will vest on the day immediately preceding the first annual meeting of the stockholders of the Company following the grant date (subject to Mr. Pruitt's continued services as a Director as of such date), the shares the shares underlying the restricted stock units are not issuable to Mr. Pruitt until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) October 8, 2027, 6,000 restricted stock units issued on August 29, 2023 that vested on June 17, 2024 (subject to Mr. Pruitt's continued service as a Director as of such date), the shares underlying the restricted stock units are not issuable to Mr. Pruitt until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) August 29, 2026, 6,000 restricted stock units issued on August 1, 2022 that vested on June 12, 2023, the shares underlying the restricted stock units are not issuable to Mr. Pruitt until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) August 1, 2025, 6,000 restricted stock units issued on September 24, 2021 that vested on June 8, 2022, the shares underlying the restricted stock units are not issuable to Mr. Pruitt until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) September 24, 2024, 4,000 restricted stock units that vested on June 4, 2021, 4,000 restricted stock units that vested on August 21, 2020, 4,000 restricted stock units that vested on June 7, 2019, and 4,000 restricted stock units that vested on June 8, 2018. Once vested, the shares underlying the restricted stock units are not issuable to Mr. Pruitt until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) October 22, 2023 (for the restricted stock units that vested on June 4, 2021), July 1, 2022 (for the restricted stock units that vested on August 21, 2020), July 13, 2021 (for the restricted stock units that vested on June 7, 2019) and July 24, 2020 (for the restricted stock units that vested on June 8, 2018), but are no longer subject to any conditions.
(6)Includes 29,704 shares of common stock held by Mr. Tardan. Includes 6,000 restricted stock units issued on October 8, 2024 that will vest on the day immediately preceding the first annual meeting of the stockholders of the Company following the grant date (subject to Mr. Tardan's continued service as a Director as of such date), the shares underlying the restricted stock units are not issuable to Mr. Tardan until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) October 8, 2027, 6,000 restricted stock units issued on August 29, 2023 that vested on June 17, 2024 (subject to Mr. Tardan's continued service as a Director as of such date), the shares underlying the restricted stock units are not issuable to Mr. Tardan until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) August 29, 2026, 6,000 restricted stock units issued on August 1, 2022 that vested on June 12, 2023, the share underlying the restricted stock units are not issuable to Mr. Tardan until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement, or (z) August 1, 2025, 6,000 restricted stock units issued on September 24, 2021 that vested on June 8, 2022, the share underlying the restricted stock units are not issuable to Mr. Tardan until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement, or (z) September 24, 2024, 4,000 restricted stock units that vested on June 4, 2021, 4,000 restricted stock units that vested on August 21, 2020, 4,000 restricted stock units that vested on June 7, 2019, and 4,000 restricted stock units that vested on June 8, 2018. Once vested, the shares underlying the restricted stock units are not issuable to Mr. Tardan until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) July 13, 2023 (for the restricted stock units that vested on June 4, 2021), July 1, 2022 (for the restricted stock units that vested on August 21, 2020), July 13, 2021 (for the restricted stock units that vested on June 7, 2019) and July 24, 2020 (for the restricted stock units that vested on June 8, 2018), but are no longer subject to any conditions.
(7)Includes 30,716 shares of restricted stock which are forfeitable until vested.
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(8)Includes: (i) 2,058,496 shares of Common Stock held by the Wright Family Trust dated December 12, 1990; (ii) 593,336 shares of Common Stock held by The Lauren Wright GST Exempt Trust C/U Dickerson Wright 2010 GRAT, (iii) 819,360 shares of Common Stock held by The Lauren Wright GST Exempt Trust C/U Katherine Wright 2010 GRAT, (iv) 417,168 shares of Common Stock held by The Lauren Wright GST Non-Exempt Trust C/U Katherine Wright 2010 GRAT, (v) 643,192 shares of Common Stock held by The Lauren Wright GST Non-Exempt Trust C/U Dickerson Wright 2010 GRAT, (vi) 593,336 shares of Common Stock held by The Stephanie Wright GST Exempt Trust C/U Dickerson Wright 2010 GRAT, (vii) 819,360 shares of Common Stock held by The Stephanie Wright GST Exempt Trust C/U Katherine Wright 2010 GRAT, (viii) 417,168 shares of Common Stock held by The Stephanie Wright GST Non-Exempt Trust C/U Katherine Wright 2010 GRAT, (viii) 643,192 shares of Common Stock held by The Stephanie Wright GST Non-Exempt Trust C/U Dickerson Wright 2010 GRAT. Includes 176,716 shares of restricted stock which are forfeitable until vested.
(9)Includes 33,982 shares of restricted stock which are forfeitable until vested.
(10)Includes 57,000 shares of restricted stock which are forfeitable until vested.
(11)Includes 6,000 restricted stock units issued on October 8, 2024 that will vest on the day immediately preceding the first annual meeting of the stockholders of the Company following the grant date (subject to Dr. Dickins's continued service as a Director as of such date), the shares underlying the restricted stock units are not issuable to Dr. Dickins until the earlier of (x) her separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) October 8, 2027, includes 6,000 restricted stock units issued on August 29, 2023 that vested on June 17, 2024 (subject to Dr. Dickins's continued service as a Director as of such date), the shares underlying the restricted stock units are not issuable to Dr. Dickins until the earlier of (x) her separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) August 29, 2026, 6,000 restricted stock units that were issued on August 1, 2022 that vested on June 12, 2023, the shares underlying the restricted stock units are not issuable to Dr. Dickins until the earlier of (x) her separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement, or (z) August 1, 2025, and 4,000 restricted stock units that were issued on September 24, 2021. The restricted stock units vested on June 8, 2022. The shares underlying the restricted stock units are not issuable to Dr. Dickins until the earlier of (x) her separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) September 24, 2024 (for the restricted stock units that vested on June 8, 2022).
(12)Includes 34,240 shares of common stock held by Mr. Freckmann. Includes 6,000 restricted stock units issued on October 8, 2024 that will vest on the day immediately preceding the first annual meeting of the stockholders of the Company following the grant date (subject to Mr. Freckmann's continued service as a Director as of such date), the shares underlying the restricted stock units are not issuable to Mr. Freckmann until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) October 8, 2027, includes 6,000 restricted stock units issued on August 29, 2023 that vested on June 17, 2024 (subject to Mr. Freckmann's continued service as a Director as of such date), the shares underlying the restricted stock units are not issuable to Mr. Freckmann until the earlier of (x) his separation from service as a Director, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) August 29, 2026, 6,000 restricted stock units issued on September 24, 2021 that vested on June 8, 2022, the shares underlying the restricted stock units are not issuable to Mr. Freckmann until the earlier of (x) his separation from service, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) September 24, 2024, and 6,000 restricted stock units issued on August 1, 2022 that vested on June 12, 2023, the shares underlying the restricted stock units are not issuable to Mr. Freckmann until the earlier of (x) his separation from service, (y) immediately prior to consummation of a Change of Control (as defined in the restricted stock units agreement), or (z) August 1, 2025.
(13)Includes 157,716 shares of restricted stock which are forfeitable until vested.
(14)See footnotes 4 through 13 above.
(15)The address of Cercano Management LLC is 1110 112th Avenue NE, Suite 202, Bellevue, WA 98004. Based on a Schedule 13G/A filed on January 21, 2025 (the "Cercano 13G"). According to the Cercano 13G, Cercano Management LLC and its manager Christopher N. Orndorff share voting and dispositive power with respect to 3,925,599 shares beneficially owned by Fifth Street Station LLC, a Delaware limited liability company and an investment advisory client of Cercano Management LLC.
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(16)The address of Blackrock, Inc. is 50 Hudson Yards, New York, NY 10001. Based on a Schedule 13G/A filed on January 23, 2024 (the “Blackrock 13G”). According to the BlackRock 13G, includes sole voting power with respect to 8,733,364 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 8,870,036 shares, and shared dispositive power with respect to 0 shares.
(17)The address of The Vanguard Group is 100 Vanguard Blvd, Malvern, PA 19355. Based on the Schedule 13G/A filed on February 13, 2024 (the "Vanguard 13G"). According to the Vanguard 13G, includes sole voting power with respect to 0 shares, shared voting power with respect to 95,552 shares, sole dispositive power with respect to 3,656,452 shares, and shared dispositive power with respect to 145,160 shares.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)Financial Statements:
(1)The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein.
(2)All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.
(3)See attached Exhibit Index of this Annual Report on Form 10-K.
(b)Exhibits:
| Number | Description | |||||||
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| Number | Description | |||||||
| 101.INS | XBRL Instance Document | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
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| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| † | Indicates a management contract or compensatory plan, contract or arrangement. | |||||||
| * | Filed herewith. | |||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NV5 GLOBAL, INC. | |||||||||||
| Date: | May 30, 2025 | /s/ Dickerson Wright | |||||||||
| Name: | Dickerson Wright | ||||||||||
| Title: | Executive Chairman | ||||||||||
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