NV5 Global, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-08-04: Form 8-K; Period of report 2025-08-04; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2025-07-31: Form 8-K; Period of report 2025-07-31; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2025-05-20: Form 8-K; Period of report 2025-05-14; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2025-05-15: Form 8-K; Period of report 2025-05-14; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-08-04 | 8-K | 2025-08-04 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 In connection with the closing of the Merger, on August 4, 2025, NV5, at the direction of Acuren, terminated all outstanding lender commitments, including commitments of the lenders to issue letters of credit, under the Second Amended and Restated Credit Agreement, dated as of August 13, 2021, among NV5, as borrower, the subsidiaries of NV5 named therein as guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, and the other lenders party thereto (as amended prior to the date hereof, the “Credit Agreement”). 2.01 The disclosure set forth in the Introductory Note above is incorporated into this Item 2.01 by reference. 3.01 Prior to the completion of the Merger, the NV5 Common Stock was listed and traded on the Nasdaq Stock Market (“NASDAQ”) under the trading symbol “NVEE.” In connection with the completion of the Merger, NV5 (i) notified NASDAQ that each eligible and outstanding share of NV5 Common Stock (including each NV5 Executive RSA) was converted into the right to receive the Per Share Merger Consideration and (ii) requested that NASDAQ withdraw the NV5 Common Stock from trading on NASDAQ prior to the open of trading on August 4, 2025. 3.03 The information set forth in the Introductory Note, Item 1.02, Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 On the Closing Date, Merger Sub I merged with and into NV5, as a result of which NV5 became a wholly owned, direct subsidiary of Acuren. 5.02 In accordance with the terms of the Merger Agreement, Dickerson C. Wright, Denise Dickins, William Pruitt, Brian Freckmann, François Tardan, Richard Tong and MaryJo O’Brien resigned as directors of NV5, effective as of the First Effective Time. 5.03 Pursuant to the Merger Agreement, at the First Effective Time, the certificate of incorporation and the bylaws of NV5 were amended and restated in their entirety. | nvee-20250804.htm |
| 2025-07-31 | 8-K | 2025-07-31 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 31, 2025, NV5 Global, Inc. (the “Company”) held a virtual Special Meeting of stockholders (the “Special Meeting”) to consider and vote upon the proposals set forth in the definitive joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025 regarding approval of (i) the transactions contemplated by an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Acuren Corporation, a Delaware corporation (“Acuren”), Ryder Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acuren, Ryder Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acuren (the “NV5 Merger Proposal”) and (ii) on an advisory, non-binding basis, the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the transactions contemplated by the Merger Agreement. | nvee-20250731.htm |
| 2025-05-20 | 8-K | 2025-05-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 14, 2025, NV5 Global, Inc. (the “Company”) amended the existing employment agreements of Richard Tong, MaryJo O’Brien and Edward Codispoti solely to include “good leaver” provisions applicable in connection with a termination event, subject to certain conditions. | nvee-20250514.htm |
| 2025-05-15 | 8-K | 2025-05-14 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 NV5 and Acuren issued a press release on May 15, 2025, announcing the entry into the Merger Agreement, which is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference. | nvee-20250514.htm |
| 2025-05-01 | 8-K | 2025-05-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 1, 2025, NV5 Global, Inc. (the “Company”) issued a press release reporting its preliminary unaudited financial results for the first quarter ended March 29, 2025. 7.01 The information contained in Item 2.02 is incorporated herein by reference. | nvee-20250501.htm |
| 2025-02-20 | 8-K | 2025-02-20 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 20, 2025, NV5 Global, Inc. (the “Company”) issued a press release reporting its results for the fourth quarter and full year ended December 28, 2024. 7.01 The information contained in Item 2.02 is incorporated herein by reference. | nvee-20250220.htm |
| 2025-01-08 | 8-K | 2025-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 3, 2025, Alexander Hockman notified the Board of Directors of NV5 Global, Inc. (the “Company”) that he will resign from his position as the Company’s Co-Chief Executive Officer (“Co-CEO”), effective as of January 3, 2025. | nvee-20250103.htm |