UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 5, 2017

Switch, Inc.

(Exact Name of Registrant as Specified in its Charter)

(702) 444-4111

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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 1.01. Entry into a Material Definitive Agreement.

On October 11, 2017, Switch, Inc. (the “Company”) closed its initial public offering (“IPO”) of 35,937,500 shares of its Class A common stock, $0.001 par value per share (the “Class A Common Stock”), at an offering price of $17.00 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-220405), as amended (the “Registration Statement”). In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements filed as exhibits to the Registration Statement and as described in the Registration Statement.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the consummation of the IPO, the Company issued (i) to the holders of common membership interests of the LLC (other than Rob Roy, the Company’s Founder, Chairman and Chief Executive Officer, and an affiliated entity of Mr. Roy), 173,624,316 shares of Class B common stock of the Company, par value $0.001 per share (the “Class B Common Stock”), and (ii) to Mr. Roy and the affiliated entity of Mr. Roy (collectively, the “Founder Members”), 42,944,647 shares of Class C common stock, par value $0.001 per share (the “Class C Common Stock”). The aggregate consideration received by the Company for the Class B Common Stock and Class C Common Stock was $2,166.

No underwriters were involved in the issuance and sale of the shares of Class B Common Stock or Class C Common Stock.

The description in Item 5.03 below of the Amended and Restated Articles of Incorporation is incorporated herein by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

Amended and Restated Articles of Incorporation

On October 5, 2017, the Company amended and restated its articles of incorporation (as amended and restated, the “Articles of Incorporation”). The Articles of Incorporation amend and restate in their entirety the Company’s original articles of incorporation, which were filed with the Secretary of State of the State of Nevada on June 13, 2017.

The Articles of Incorporation, among other things:

The foregoing description of the Articles of Incorporation and the description contained in the Registration Statement are qualified in their entirety by reference to the full text of the Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Bylaws

On October 11, 2017, immediately prior to the closing of the IPO, the Company amended and restated its Bylaws (as amended and restated, the “Bylaws”). The Bylaws amend and restate the Company’s initial bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings; (ii) establish procedures relating to the nomination of directors; and (iii) conform to the amended provisions of the Articles of Incorporation.

The foregoing description of the Bylaws and the description contained in the Registration Statement are qualified in their entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

INDEX TO EXHIBITS

SIGNATURE

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.

Date: October 11, 2017