CrowdStrike Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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CrowdStrike Holdings, Inc.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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206 E. 9 th Street, Suite 1400

Austin, Texas 78701

Notice of Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of CrowdStrike Holdings, Inc., a Delaware corporation (“CrowdStrike”), which will be held on Tuesday, June 18, 2024 at 8:15 a.m. Pacific Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visitingwww.virtualshareholdermeeting.com/CRWD2024. We believe a virtual meeting provides expanded access, improves communication, enables increased stockholder attendance and participation, allows our stockholders around the world to attend the Annual Meeting, and provides cost savings for our stockholders and CrowdStrike.

At our Annual Meeting you will be asked to:

You may also be asked to transact any other business that is properly brought before the meeting. The record date for the Annual Meeting is April 22, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

Whether or not you expect to attend the Annual Meeting, please vote as promptly as possible to ensure your representation at the meeting. You may vote your shares by telephone or over the Internet as instructed in these materials. If you received a proxy card or voting instruction card by mail, you may submit your proxy card or voting instruction card by completing, signing, dating and mailing your proxy card or voting instruction card in the envelope provided.

May 6, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on

Tuesday, June 18, 2024 at 8:15 a.m. Pacific Time online at

www.virtualshareholdermeeting.com/CRWD2024.

The Proxy Statement and Annual Report to Stockholders

are available at www.proxyvote.com

Summary Information

We are providing you with these proxy materials because the Board of Directors of CrowdStrike Holdings, Inc. (the “Board”) is soliciting your proxy to vote at CrowdStrike’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements thereof, to be held via a live audio webcast on Tuesday, June 18, 2024 at 8:15 a.m. Pacific Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/CRWD2024 where you will be able to listen to the meeting live, submit questions and vote online.

You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The proxy materials, including this Proxy Statement and our 2024 Annual Report, are first being distributed and made available on or about May 6, 2024.

As used in this Proxy Statement, references to “we,” “us,” “our,” “CrowdStrike” and the “Company” refer to CrowdStrike Holdings, Inc. and its subsidiaries. Our fiscal year end is on January 31 and our year ended January 31, 2024 is referred to herein as “fiscal 2024” or “FY2024”. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.

To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information. The following description is only a summary.

Annual Meeting Proposals

CrowdStrike’s 2024 Fiscal Year

CrowdStrike, a global cybersecurity leader that provides cloud-delivered protection of endpoints, cloud workloads, identity and data, delivered strong fiscal 2024 results despite a persistently challenged macroeconomic environment. Business highlights include:

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a 36% year-over-year increase in total revenue, reaching $3.06 billion;

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a 34% year-over-year increase in ending annual recurring revenue (“ARR”),(1) reaching $3.44 billion as of January 31, 2024;

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achieving GAAP net income profitability for all four quarters and full fiscal year;

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generating $1.17 billion in net cash provided by operating activities or 38% of revenue, and free cash flow of $938.2 million to deliver free cash flow margin of 31%;(2)

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maintaining a gross retention rate of 97% or higher in each quarter of the fiscal year;

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expanding in the endpoint security market as well as success growing ARR from our cloud security, identity protection, and LogScale next-gen SIEM solutions, together surpassing $850.0 million of ending ARR; and

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increasing customer adoption of our modules: 64% of our customer base had adopted five or more modules, 43% of our customer base had adopted six or more modules, and 27% of our customer base had adopted seven or more modules, as of January 31, 2024 (in each case, excluding customers who subscribed with the Falcon Go bundle, a package designed for organizations with 100 endpoints or less).

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(1)

ARR is calculated as the annualized value of our customer subscription contracts as of the measurement date, assuming any contract that expires during the next 12 months is renewed on its existing terms. To the extent that we are negotiating a renewal with a customer after the expiration of the subscription, we continue to include that revenue in ARR if we are actively in discussion with such an organization for a new subscription or renewal, or until such organization notifies us that it is not renewing its subscription.

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(2)

See Appendix A of this Proxy Statement for a reconciliation of free cash flow and free cash flow margin to the most directly comparable financial measure calculated in accordance with GAAP.

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We are also proud to have received, for the third consecutive year, a perfect score on the Human Rights Campaign Corporate Equality Index, demonstrating CrowdStrike’s commitment to a supportive and inclusive culture for all employees. Furthermore, we continued to support our local communities through the CrowdStrike Foundation, corporate-directed giving, corporate-matching and other efforts, supporting more than 150 nonprofits globally during the fiscal year. Additionally, we grew the CrowdStrike NextGen scholarship program by 25% year-over-year and expanded our employee volunteer program, CrowdStrike Cares, increasing our Ambassador program to cover 14 cities where the highest concentration of CrowdStrikers live and work.

Members of the Board of Directors and Committees

= Chairperson

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ELECTRONIC DELIVERY

Faster > Economical > Cleaner > Convenient

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2024 ANNUAL MEETING OF STOCKHOLDERS

The 2024 Annual Meeting of Stockholders will be held via the Internet as a virtual meeting. See our Proxy Statement for additional information.

OUR ENVIRONMENT

CrowdStrike believes in working to keep our environment cleaner and healthier. Every day, CrowdStrike takes steps to preserve the natural beauty of the surroundings that we are privileged to enjoy.

CrowdStrike’s initiative in reducing its carbon footprint by promoting electronic delivery of stockholder materials has had a positive effect on the environment. CrowdStrike encourages its stockholders to reduce the environmental impact of delivering paper proxy materials by signing up to receive future proxy materials electronically.

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