Trimble Inc. Faces Listing Rule Concerns

TL;DR

Trimble's in hot water with listing rules, might get delisted.

AI Summary

Trimble Inc. filed an 8-K on November 14, 2024, to report a notice of delisting or failure to satisfy a continued listing rule, a Regulation FD disclosure, and financial statements and exhibits. The filing indicates potential issues with the company's continued listing on a stock exchange.

Why It Matters

This filing signals potential challenges for Trimble Inc. regarding its stock exchange listing, which could impact investor confidence and stock liquidity.

Risk Assessment

Risk Level: high — The filing explicitly mentions 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' indicating a significant risk to the company's stock exchange status.

Key Players & Entities

• Trimble Inc. (company) — Registrant
• 0000864749-24-000256 (filing_id) — Accession Number
• November 14, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-14845 (ticker_symbol) — SEC File Number
• 10368 Westmoor Dr, Westminster, CO 80021 (address) — Principal Executive Offices

FAQ

Key Financial Figures

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

Filing Documents

• trmb-20241114.htm (8-K) — 41KB
• a2024-11x14exh991pr.htm (EX-99.1) — 9KB
• 0000864749-24-000256.txt ( ) — 178KB
• trmb-20241114.xsd (EX-101.SCH) — 2KB
• trmb-20241114_lab.xml (EX-101.LAB) — 21KB
• trmb-20241114_pre.xml (EX-101.PRE) — 12KB
• trmb-20241114_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 separately disclosed in a Form 12b-25 Notification of Late Filing filed with the U.S. Securities and Exchange Commission (the " SEC "), Trimble Inc. (the " Company ") is delayed in filing its Quarterly Report on Form 10-Q for the period ended September 27, 2024 (the " Q3 2024 10-Q "). On November 13, 2024, the Company received a notification (the " Nasdaq Notice ") from The Nasdaq Stock Market LLC (" Nasdaq "), informing the Company that (i) it is delinquent in filing the Q3 2024 10-Q and (ii) because the Company had not filed the Q3 2024 10-Q or the Quarterly Reports on Form 10-Q for the periods ended March 29, 2024 (the " Q1 2024 10-Q ") and June 28, 2024 (the " Q2 2024 10-Q ") by the Extension Deadline (as defined below), Nasdaq has initiated a process (the " Staff Determination ") which could result in the delisting of the Company's common stock from Nasdaq as a result of the Company not being in compliance with Nasdaq Listing Rule 5250(c)(1) (the " Listing Rule "), which requires listed companies to timely file all required periodic financial reports with the SEC. The Nasdaq Notice and the Staff Determination have no immediate effect and will not immediately result in the suspension of trading or delisting of the Company's securities. The Company intends to appeal the Staff Determination before a Nasdaq Hearing Panel and seek a further stay of any suspension or delisting action pending the hearing process in accordance with the procedures set forth in the Staff Determination. The Company is working diligently with Ernst & Young LLP (" EY "), the Company's independent registered public accounting firm, to complete the previously disclosed assessment of the impacts related to the Company's internal controls over financial reporting as soon as practicable. EY has been performing and continues to perform incremental audit procedures responsive to the

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A press release, dated as of November 14, 2024, disclosing the Company's receipt of the Nasdaq Notice and the Staff Determination is attached hereto as Exhibit 99.1. The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements Certain statements made in this Current Report on Form 8-K and exhibits contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. These statements include statements regarding the Company's intention to appeal the Staff Determination and seek an extended stay; the Nasdaq delisting process; and the timing and expectations in connection with the Company's and EY's assessment process and the filing of the delayed periodic reports; as well as all statements that are not historical facts. While management has not identified any errors based on the work completed to date that would result in a restatement to the consolidated financial statements for the periods presented in the 2023 10-K or for any previously released financial results, it is possible that errors could be discovered in the ongoing audit that could lead to such a restatement. 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 results of EY's completion of its additional audit procedures; the risk that the completion and filing of the delayed periodic reports will take longer than expected; the outcome of the Company's appeal of the Staff Determination and request for an extended stay; 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 rep

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished as part of this report: Exhibit No. Description 99.1 Press Release of Trimble Inc., dated as of November 14 , 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 Date: November 14, 2024 By: /s/ Phillip Sawarynski Phillip Sawarynski Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR