10-K/A: NV5 Global Files Amended Annual Report to Disclose Beneficial Ownership and Update Certifications

NV5 Global, Inc. has filed an Amendment No. 2 to its Annual Report on Form 10-K for the fiscal year ended December 28, 2024, primarily to include previously omitted beneficial ownership information and updated Sarbanes-Oxley certifications.

Summary

• NV5 Global, Inc. (the "Company") filed Form 10-K/A (Amendment No. 2) to its Annual Report on Form 10-K for the fiscal year ended December 28, 2024.
• The primary purpose of this amendment is to provide additional information required by Item 12 of Part III of Form 10-K, specifically "Beneficial Holder Information," which was inadvertently omitted from Amendment No. 1 filed on April 28, 2025.
• Updated certifications under Section 302 of the Sarbanes-Oxley Act of 2002 are also included with this Form 10-K/A.
• No financial statements are contained within this Form 10-K/A, and no other changes have been made to the Original 10-K, as amended by Amendment No. 1, beyond the beneficial holder information, updating references, certifications, and Exhibit Index updates.
• As of May 28, 2025, there were 65,655,713 shares of the Company's common stock outstanding.
• Key beneficial owners as of May 28, 2025, include Blackrock, Inc. with 8,870,036 shares (13.5%), Dickerson Wright (Executive Chairman) with 7,004,608 shares (10.7%), Entities affiliated with Cercano Management LLC with 3,925,599 shares (6.0%), and The Vanguard Group with 3,801,612 shares (5.8%).
• All Directors and Named Executive Officers as a group beneficially own 8,092,275 shares, representing 12.3% of the common stock.

Sentiment

Score: 7

Explanation: The sentiment is generally positive due to the Company's proactive compliance in correcting an omission and providing updated certifications, enhancing transparency. The initial 'inadvertent omission' is a minor negative, but the corrective action mitigates its impact.

Positives

• The filing demonstrates the Company's commitment to regulatory compliance by correcting previously omitted information.
• The inclusion of beneficial ownership data enhances transparency for investors regarding significant shareholders and insider holdings.
• Updated Section 302 Sarbanes-Oxley Act certifications from the Executive Chairman and Chief Financial Officer affirm management's responsibility for disclosure controls and internal control over financial reporting.

Negatives

• The necessity of filing an Amendment No. 2 indicates an initial inadvertent omission of required beneficial holder information from Amendment No. 1, suggesting a minor lapse in initial disclosure accuracy.

Risks

• While corrected, the initial inadvertent omission of beneficial ownership information could suggest a need for continuous vigilance in disclosure processes to prevent future oversights.

Future Outlook

This document does not contain any forward-looking statements or guidance, as it is an amendment focused on correcting historical disclosure of beneficial ownership and updating certifications.

Management Comments

• Dickerson Wright (Executive Chairman) certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
• Edward H. Codispoti (Chief Financial Officer) certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
• Both certifying officers stated their responsibility for establishing and maintaining disclosure controls and procedures and internal control over financial reporting, and confirmed their design, evaluation, and disclosure of any material changes or deficiencies.

Industry Context

This filing is a standard regulatory amendment to an annual report, primarily addressing disclosure compliance. It does not provide information related to broader industry trends, competitive positioning, or operational performance within the engineering and consulting services sector in which NV5 Global operates.

Corporate Governance

Stakeholder Impact

• Shareholders: Benefit from increased transparency regarding beneficial ownership, allowing for a clearer understanding of the Company's ownership structure.
• Regulatory Authorities: The filing demonstrates compliance with SEC disclosure requirements, addressing a previous omission.

Next Steps

• The Company will continue to adhere to SEC filing requirements and maintain its disclosure controls and procedures.

Key Dates

Keywords

SEC filing, 10-K/A, Annual Report Amendment, Beneficial Ownership, Corporate Governance, Sarbanes-Oxley Act, SOX certifications, NV5 Global, NVEE, Shareholders, Insider Holdings