Trimble Inc. Files 8-K Amid Listing Rule Concerns

TL;DR

Trimble's in hot water with listing rules, filing an 8-K to address it.

AI Summary

Trimble Inc. filed an 8-K on May 17, 2024, reporting events as of May 16, 2024. The filing primarily concerns a notice of delisting or failure to satisfy a continued listing rule or standard, a Regulation FD disclosure, and financial statements and exhibits. Trimble Inc., incorporated in Delaware, is headquartered in Westminster, Colorado.

Why It Matters

This filing indicates potential issues with Trimble Inc.'s continued listing on an exchange, which could impact investor confidence and stock liquidity.

Risk Assessment

Risk Level: medium — The filing mentions potential delisting or failure to meet listing standards, which introduces uncertainty and risk for the company and its investors.

Key Numbers

• 001-14845 — SEC File Number (Identifies the specific filing for Trimble Inc.)

Key Players & Entities

• Trimble Inc. (company) — Registrant
• May 16, 2024 (date) — Earliest event reported
• May 17, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Westminster, CO (location) — Principal executive offices
• 001-14845 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share TRMB NASDAQ Global

Filing Documents

• trmb-20240516.htm (8-K) — 36KB
• ex991-pressreleasenasdaqno.htm (EX-99.1) — 7KB
• 0000864749-24-000133.txt ( ) — 170KB
• trmb-20240516.xsd (EX-101.SCH) — 2KB
• trmb-20240516_lab.xml (EX-101.LAB) — 22KB
• trmb-20240516_pre.xml (EX-101.PRE) — 13KB
• trmb-20240516_htm.xml (XML) — 3KB

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in a Form 12b-25 Notification of Late Filing (the " Form 12b-25 ") filed by Trimble Inc. (the " Company ") on May 8, 2024, the Company is delayed in filing its Quarterly Report on Form 10-Q for the period ended March 29, 2024 (the " Form 10-Q ") with the U.S. Securities and Exchange Commission (the " SEC "). On May 16, 2024, the Company received a notice (the " Notice ") from The Nasdaq Stock Market LLC (" Nasdaq ") notifying the Company that, because the Company is delinquent in filing its Form 10-Q, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the " Listing Rule "), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market. In accordance with Nasdaq's listing rules, the Company has 60 calendar days after the Notice to submit a plan of compliance (the " Plan ") to Nasdaq addressing how the Company intends to regain compliance with Nasdaq's listing rules. Pursuant to the Notice, Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-Q, or November 11, 2024, to regain compliance. The Company intends to take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable. As previously disclosed, the filing of the Form 10-Q was delayed due to the matters described in the Form 12b-25 and in the Current Report on 8-K filed by the Company on May 3, 2024 (the " Form 8-K "). As of today, the assessment described in the Form 12b-25 and Form 8-K is ongoing and all parties continue to work diligently to complete the assessment and to file the Form 10-Q as soon as practicable.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 17, 2024, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1. The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements This document and the exhibits contain forward-looking statements within the meaning of Section 21E of the Exchange Act of 1934, as amended, which are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the timing and expectations regarding the Company's and Ernst & Young LLP's (" EY ") assessment process and the filing of the Form 10-Q, statements relating to the Company's plan to regain compliance with Nasdaq's listing rules, as well as all statements that are not historical facts. These forward-looking statements are subject to change, and actual results may materially differ from those set forth in this Current Report due to certain risks and uncertainties. Factors that could cause or contribute to changes in such forward-looking statements include, but are not limited to, the expected timing and results of EY's completion of its additional audit procedures; the risk that the completion and filing of the Form 10-Q will take longer than expected; uncertainties about the timing of the Company's submission of a compliance plan; Nasdaq's acceptance of any such plan; the duration of any extension that may be granted by Nasdaq; and the risk that the Company will be unable to meet Nasdaq's continued listing requirements. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements set forth in reports filed with the SEC, including the Company's current reports on Form 8-K, quarterly reports on Form 10-Q and its annual report on Form 10-K, such as statements regarding changes in economic conditions and the impact of competition. Undue reliance should not be placed on any forward-looking statement contained herein. These statements reflect the Company's position as of the date of this Current Report. The Company expressly disclaims any undertaking to release publi

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exh. No. Description 99.1 Press Release, dated May 17, 2024 104 The cover page from this Report on Form 8-K, formatted in 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. TRIMBLE INC. a Delaware corporation Dated: May 17, 2024 By: /s/ David G. Barnes David G. Barnes Chief Financial Officer

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View this 8-K filing on SEC EDGAR