Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
We are currently a party to, and may from time to time in the future be involved in, various litigation matters and subject to claims that arise in the ordinary course of business, including claims asserted by third parties in the form of letters and other communications. For information regarding legal proceedings and other claims in which we are involved, see Note 11, Commitments and Contingencies, in Part II, Item 8 of this Annual Report on Form 10-K.
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For any claims for which we believe a liability is both probable and reasonably estimable, we record a liability in the period for which it makes this determination. There is no pending or threatened legal proceeding to which we are a party that, in our opinion, is likely to have a material adverse effect on our business and our consolidated financial statements; however, the results of litigation and claims are inherently unpredictable. Regardless of the outcome, litigation can have an adverse impact on our business because of defense and settlement costs, diversion of management resources, and other factors. In addition, the expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could adversely affect our consolidated financial statements.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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Part II
ITEM 5. MARKETS REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our Class A common stock has been listed and traded on the Nasdaq Global Select Market under the symbol “CRWD” since June 12, 2019. Prior to that date, there was no public market for our Class A common stock. There is no public market for our Class B common stock.
Holders of Record
As of January 31, 2022, we had 34 holders of record of our Class A common stock and 84 holders of record of our Class B common stock. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not expect to pay any dividends on our capital stock in the foreseeable future. Additionally, our ability to pay dividends is limited by restrictions on our ability to pay dividends or make distributions under the terms of our credit facility. Any future determination to declare dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
The information required by this item with respect to our equity compensation plans is incorporated by reference to our Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended January 31, 2022.
Recent Sales of Unregistered Equity Securities and Use of Proceeds
(a) Sale of Unregistered Equity Securities
On November 29, 2021, we agreed to issue $10.7 million of shares of our Class A common stock, subject to service-based vesting and other conditions, to certain individual interest holders of Secure Circle LLC (“SecureCircle”) in connection with our acquisition of SecureCircle. The transaction was exempt from registration under Section 4(a)(2) of the Securities Act.
(b) Use of Proceeds from Public Offering of Common Stock
None.
Issuer Purchases of Equity Securities
None.
Stock Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of CrowdStrike Holdings, Inc. under the Securities Act or the Exchange Act.
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We have presented below the cumulative total return to our stockholders between June 12, 2019 (the date our common stock commenced trading on the Nasdaq) through January 31, 2022 in comparison to the Standard & Poor’s 500 Index, Standard & Poor Information Technology Index, and the Nasdaq 100 Index. All values assume a $100 initial investment and data for the Standard & Poor’s 500 Index, Standard & Poor Information Technology Index and the Nasdaq 100 Index assume reinvestment of dividends. The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our common stock.
Company/ Index Base period 6/12/19 7/31/19 10/31/19 1/31/20 4/30/20 7/31/20 10/31/20 1/31/21 4/30/21 7/31/21 10/31/21 1/31/22
CrowdStrike Holdings, Inc. $ 100.00 $ 153.57 $ 86.05 $ 105.33 $ 116.66 $ 195.17 $ 213.52 $ 372.07 $ 359.50 $ 437.26 $ 485.86 $ 311.45
S&P 500 $ 100.00 $ 108.59 $ 111.22 $ 118.69 $ 107.71 $ 121.57 $ 122.02 $ 139.17 $ 157.23 $ 165.88 $ 174.39 $ 171.58
S&P Information Technology $ 100.00 $ 112.77 $ 117.16 $ 134.13 $ 129.30 $ 156.64 $ 157.56 $ 183.94 $ 199.27 $ 219.35 $ 231.50 $ 232.55
Nasdaq 100 $ 100.00 $ 110.24 $ 113.85 $ 126.96 $ 127.41 $ 154.74 $ 157.13 $ 184.09 $ 197.77 $ 213.84 $ 226.94 $ 214.11
ITEM 6. [RESERVED]
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