CrowdStrike Amends Charter, Consolidates Stock Classes

TL;DR

CRWD consolidates stock classes via charter amendment, simplifying things.

AI Summary

On December 11, 2024, CrowdStrike Holdings, Inc. filed an 8-K report detailing amendments to its Certificate of Incorporation. These amendments, approved by the board of directors, will become effective upon filing with the Delaware Secretary of State. The changes primarily relate to the reclassification of the company's common stock into a single class of common stock.

Why It Matters

This move simplifies CrowdStrike's capital structure by eliminating different classes of common stock, potentially making it easier for investors to understand and trade.

Risk Assessment

Risk Level: low — The filing concerns a routine corporate housekeeping matter of reclassifying stock, with no immediate financial or operational impact.

Key Players & Entities

• CrowdStrike Holdings, Inc. (company) — Registrant
• Delaware (location) — State of incorporation
• December 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0005 — hich registered Class A common stock, $0.0005 par value CRWD The Nasdaq Stock Mar

Filing Documents

• tm2430723d1_8k.htm (8-K) — 41KB
• tm2430723d1_ex3-1.htm (EX-3.1) — 7KB
• 0001104659-24-128515.txt ( ) — 224KB
• crwd-20241211.xsd (EX-101.SCH) — 3KB
• crwd-20241211_lab.xml (EX-101.LAB) — 33KB
• crwd-20241211_pre.xml (EX-101.PRE) — 22KB
• tm2430723d1_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On December 11, 2024, each outstanding share of Class B Common Stock, par value $0.0005 per share (the " Class B Common Stock "), of CrowdStrike Holdings, Inc. (the " Company "), automatically converted (the " Conversion ") into one share of the Company's Class A Common Stock, par value $0.0005 per share (the " Class A Common Stock "), pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation (the " Certificate of Incorporation "). The Conversion occurred pursuant to Article IV, Section 3.4 of the Certificate of Incorporation, which provides that each outstanding share of Class B Common Stock will convert automatically, without any further action, into one share of Class A Common Stock on the first date on which the number of outstanding shares of Class B Common Stock represents less than 5% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock, taken together as a single class, and as calculated pursuant to the Certificate of Incorporation. Pursuant to Article IV, Section 3.4(f) of the Certificate of Incorporation, shares of Class B Common Stock that are converted into shares of Class A Common Stock will be retired and may not be reissued. In accordance with Article IV, Section 3.4(f) of the Certificate of Incorporation and Section 243 of the Delaware General Corporation Law (the " DGCL "), on December 12, 2024, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware, which has the effect of retiring all of the shares of Class B Common Stock that were issued but not outstanding following the Conversion and amending the Certificate of Incorporation such that, upon the effectiveness of the Certificate of Retirement, the Company's total number of authorized shares of capital stock has been reduced by the number of retired shares of Class B Common Stock (the " Certificate of Retirement ").

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 3.03, on December 12, 2024, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to effect the retirement of the shares of Class B Common Stock that were issued but not outstanding following the Conversion and to accordingly reduce the Company's total number of authorized shares of capital stock by the number of retired shares of Class B Common Stock. The foregoing description of the Certificate of Retirement is a summary only and is qualified in its entirety by reference to the full text of (a) the Certificate of Retirement, a copy of which is attached and incorporated by reference as Exhibit 3.1 hereto, and (b) the Certificate of Incorporation, a copy of which is incorporated by reference herein as Exhibit 3.2 hereto. Item 8.01 Other Events. The Class A Common Stock will continue to trade on The Nasdaq Global Select Market under the ticker symbol "CRWD" following the Conversion and will maintain the same CUSIP number previously assigned to the Class A Common Stock.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. EXHIBIT INDEX Exhibit Number Incorporated by Reference Description Form File No. Exhibit Filing Date 3.1 Certificate of Retirement 3.2 Amended and Restated Certificate of Incorporation of CrowdStrike Holdings, Inc. 8-K 001-38933 3.1 June 14, 2019 104 Cover Page with Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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. CrowdStrike Holdings, Inc. Date: December 13, 2024 /s/ Burt W. Podbere Burt W. Podbere Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR