Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 1, 2021



Montrose Environmental Group, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   001-39394   46-4195044

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S Employer

Identification No.)


1 Park Plaza, Suite 1000, Irvine, CA   92614
(Address of Principal Executive Offices)   (Zip Code)

(949) 988-3500

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.000004 par value per share   MEG   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐




Item 3.02 Unregistered Sales of Equity Securities.

On April 1, 2021, Montrose Environmental Group, Inc. issued an aggregate of 539,607 shares of common stock and paid an aggregate of $25,000,000 as additional consideration for the acquisition of The Center for Toxicology and Environmental Health, L.L.C. pursuant to the earn-out provision of the transaction agreement. This issuance was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.


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.


Montrose Environmental Group, Inc.

/s/ Nasym Afsari

Nasym Afsari

General Counsel and Secretary

Date: April 1, 2021