Big Tree Cloud Holdings Limited Announces Implementation of Class A/B Share Structure and 1-for-20 Share Consolidation

Big Tree Cloud Holdings (NASDAQ: DSY) implemented a 1-for-20 share consolidation and adopted a dual-class share structure effective following shareholder approval at an extraordinary general meeting held January 30, 2026.

Rhea-AI Summary

Big Tree Cloud Holdings (NASDAQ: DSY) implemented a 1-for-20 share consolidation and adopted a dual-class share structure effective following shareholder approval at an extraordinary general meeting held January 30, 2026. Class A ordinary shares are expected to begin trading on Nasdaq at the open on February 23, 2026 under symbol DSY with new CUSIP G1263B132.

The authorised capital was redesignated to 20,000,000 Class A and 5,000,000 Class B ordinary shares (par value US$0.002). Issued shares were redesignated, including 3,500,000 Class B for PLOUTOS GROUP and 1,251,873 Class A for other shareholders. Fractional shares were rounded up to whole shares; outstanding securities will be adjusted per their terms.

Positive

• Approved 1-for-20 reverse share consolidation
• Class A shares to begin Nasdaq trading on February 23, 2026 under symbol DSY
• Authorised capital redesignated to 20,000,000 Class A and 5,000,000 Class B shares

Negative

• Fractional share interests were rounded up to whole shares, altering some holdings
• Concentration of 3,500,000 Class B shares registered to PLOUTOS GROUP

Argus Feb 19 session

-11.89% close to close Open Argus

Details

News Market Reaction – DSY

On Feb 19, the day this news came out, DSY closed 11.89% below the previous close.

Data tracked by StockTitan Argus for the Feb 19 session.

Key Figures

Share consolidation ratio: 1-for-20 Authorized capital: US$50,000 / 25,000,000 shares Class A authorized: 20,000,000 shares +5 more

Share consolidation ratio

1-for-20

Reverse Stock Split of ordinary shares approved Jan 30, 2026

Authorized capital

US$50,000 / 25,000,000 shares

Authorised share capital after consolidation and dual-class adoption

Class A authorized

20,000,000 shares

Authorised Class A ordinary shares of par value US$0.002

Class B authorized

5,000,000 shares

Authorised Class B ordinary shares of par value US$0.002

Ploutos redesignated holding

3,500,000 shares

Issued ordinary shares redesignated as Class B for PLOUTOS GROUP LIMITED

Other holders’ Class A

1,251,873 shares

Issued ordinary shares redesignated as Class A for various shareholders

Unissued Class A

18,748,127 shares

Authorised but unissued ordinary shares redesignated as Class A

Unissued Class B

1,500,000 shares

Authorised but unissued ordinary shares redesignated as Class B

Historical Context

5 past events · Latest: Feb 11

5 events

1. Feb 11

   Reverse split delay

   24h Move

   -17.8%

   Delay of previously announced reverse share split and related corporate actions.

2. Feb 11

   Share consolidation

   24h Move

   -17.8%

   Implementation of 1-for-20 share consolidation and dual-class structure.

3. Jan 05

   Nasdaq value notice

   24h Move

   +8.3%

   Nasdaq MVLS and MVPHS deficiency notices with compliance deadline to Jun 29, 2026.

4. Jan 02

   AI expansion

   24h Move

   +8.3%

   Announcement of AI business expansion and key management appointments.

5. Nov 21

   Bid price notice

   24h Move

   -3.0%

   Nasdaq minimum bid price deficiency notice with 180-day cure period.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

reverse stock split, dual-class share structure, class a ordinary shares, class b ordinary shares, +3 more

7 terms

reverse stock split financial

"Reverse Stock SplitThe Reverse Stock Split has been approved by the Company's shareholders"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

dual-class share structure regulatory

"adoption of a dual-class share structure (comprising Class A and Class B ordinary shares)"

A dual-class share structure is when a company issues two (or more) types of stock that give different voting power: one class typicaly gives founders or insiders more votes per share while the other class, sold to public investors, has little or no voting rights. For investors this matters because it concentrates control in a small group—like a family owning a house with most of the keys—so minority shareholders may have less influence over strategy, governance and risk, which can affect long-term value and accountability.

class a ordinary shares regulatory

"The Company's Class A ordinary shares are expected to begin trading on The Nasdaq"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

class b ordinary shares regulatory

"3,500,000 issued class B ordinary shares of US$0.002 each (the Class B Ordinary Shares)"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

authorised share capital regulatory

"the authorised share capital of the Company was changed from US$50,000 divided into 25,000,000"

The maximum number of shares a company is legally allowed to create under its founding documents. Think of it like the size of an empty container: it sets the upper limit on how many ownership pieces the company can hand out, which matters to investors because it controls how easily a company can raise cash, dilute existing owners, or change voting power without a formal legal change.

par value financial

"ordinary shares of a nominal or par value of US$0.002 each to US$50,000 divided"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

cusip technical

"Class A ordinary shares... will continue to trade under the symbol "DSY" and the new CUSIP number G1263B132"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

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SHENZHEN, China, Feb. 19, 2026 /PRNewswire/ -- Big Tree Cloud Holdings Limited (the "Company") (NASDAQ: DSY) today announced that it held an extraordinary general meeting on January 30, 2026, at which the shareholders approved the consolidation of every 20 ordinary shares into one ordinary share and the adoption of a dual-class share structure (comprising Class A and Class B ordinary shares). The Company's Class A ordinary shares are expected to begin trading on The Nasdaq Capital Market at the open of business on February 23, 2026, and will continue to trade under the symbol "DSY" and the new CUSIP number G1263B132.

Reverse Stock Split

The Reverse Stock Split has been approved by the Company's shareholders and the Company's board of directors. The ordinary shares were consolidated by consolidating each 20 ordinary shares of the Company, with such consolidated ordinary shares having the same rights and being subject to the same restrictions (save as to par value) as the existing ordinary shares.

No fractional shares were issued, and any fractional share interests resulting from the consolidation were rounded up to the next whole share. The Reverse Stock Split affects all shareholders uniformly and will not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may result from the rounding up of fractional shares.

Dual-Class Share Structure

Upon and immediately following the effectiveness of the Share Consolidation, the authorised share capital of the Company was changed from US$50,000 divided into 25,000,000 ordinary shares of a nominal or par value of US$0.002 each to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each.

Upon and immediately following the effectiveness of the Dual-Class Share Structure, the shares of the Company were redesignated with immediate effect as follows:

(i)   the 3,500,000 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the name of PLOUTOS GROUP LIMITED be redesignated as 3,500,000 issued class B ordinary shares of US$0.002 each (the Class B Ordinary Shares);
(ii)   the remaining 1,251,873 issued ordinary shares of par value of US$0.002 each in the capital of the Company registered in the names of various shareholders be redesignated as 1,251,873 issued class A ordinary shares of US$0.002 each;
(iii)   the 18,748,127 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 18,748,127 authorised but unissued class A ordinary shares; and
(iv)   the 1,500,000 authorised but unissued ordinary shares of par value of US$0.002 each in the capital of the Company be redesignated as 1,500,000 authorised but unissued class B ordinary shares.

Concurrently, the Company amended its memorandum and articles of incorporation to adjust the authorised share capital of the Company to US$50,000 divided into 25,000,000 comprising 20,000,000 class A ordinary shares of par value of US$0.002 each and 5,000,000 class B ordinary shares of par value of US$0.002 each. All outstanding options, warrants, and other securities granting holders the right to purchase or acquire ordinary shares, if any, will be adjusted in accordance with their respective terms.

Management Commentary
"Today marks a significant milestone as we implement a refined capital structure designed to support the next phase of growth for Big Tree Cloud," stated a company spokesperson. "This share consolidation aims to establish a stronger market position for our stock. The introduction of a dual-class structure provides our management team with the stability needed to execute our long-term vision and strategy, focusing on driving innovation and sustainable value for all stakeholders. These proactive measures strengthen our corporate foundation and underscore our commitment to robust governance."

About Big Tree Cloud
Founded in 2020, Big Tree Cloud is positioned as an international capital platform focused on industrial integration and strategic investment in China's personal care industry. The Company is committed to empowering industries through capital operations. Currently, Big Tree Cloud is accelerating its expansion into the AI sector. This new business line aims to capture the growing market demand for AI skills, injecting fresh momentum into the Company's development.

Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct. The Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to read the risk factors contained in the Company's final prospectus and other reports it files with the U.S. Securities and Exchange Commission (the "Commission") before making any investment decisions regarding the Company's securities. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.

Investor Relations Contact
Ting Yan
Phone: +86 15986815865
Email: yanting@bigtreeclouds.com

View original content:https://www.prnewswire.com/news-releases/big-tree-cloud-holdings-limited-announces-implementation-of-class-ab-share-structure-and-1-for-20-share-consolidation-302692330.html

SOURCE Big Tree Cloud Holdings Limited

FAQ

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What exactly is the 1-for-20 share consolidation for DSY and when is it effective?

The company implemented a 1-for-20 reverse split consolidating every 20 ordinary shares into one share. According to the company, the consolidation was approved at the January 30, 2026 extraordinary general meeting and took effect before the Class A redesignation.

When will DSY Class A ordinary shares begin trading and what is the new CUSIP?

DSY Class A ordinary shares are expected to begin trading on February 23, 2026 at market open. According to the company, the shares will continue under symbol DSY with new CUSIP G1263B132.

How was the company's authorised share capital changed under the dual-class structure?

The authorised capital was redesignated to 20,000,000 Class A and 5,000,000 Class B ordinary shares. According to the company, each share retains a par value of US$0.002 under the new structure.

Which shareholders received Class B shares after the redesignation for DSY?

Following the redesignation, 3,500,000 issued ordinary shares registered to PLOUTOS GROUP were redesignated as Class B shares. According to the company, that figure reflects the issued Class B balance after the change.

Will outstanding options, warrants, or other instruments be adjusted for DSY's consolidation?

Yes; all outstanding options, warrants, and other securities permitting acquisition of ordinary shares will be adjusted per their respective terms. According to the company, these adjustments will reflect the 1-for-20 consolidation and redesignation.

How were fractional shares handled in the DSY reverse split and what is the shareholder impact?

Fractional share interests resulting from the consolidation were rounded up to the next whole share. According to the company, this rounding avoided issuance of fractional shares and may slightly alter individual share counts.