Digerati Technologies Strengthens Balance Sheet with All $10 Million of Notes Converting to Equity

Rhea-AI Summary

Digerati Technologies (OTCID: DTGI) announced that all of its $10.0 million of convertible notes were converted into equity at $0.03 per share on Feb. 18, 2026, leaving the company with no debt.

The majority of investors received restricted common shares subject to a three-year lockup and leakout. Management said the conversion supports a pivot toward growth via acquisitions, noting the company closed the Ricochet acquisition in November and has a pipeline of potential additional deals.

Positive

• Eliminated $10.0M debt through note-to-equity conversion
• Conversion price fixed at $0.03 per share
• Majority of new shares under 3-year lockup/leakout
• Closed acquisition of Ricochet in November 2025

Negative

• Significant share issuance implied by $10.0M at $0.03 per share
• Potential near-term dilution to existing shareholders
• Restricted share leakout schedule may extend future supply

Conversions Priced at $0.03 per Share

Port Jefferson, NY, Feb. 18, 2026 (GLOBE NEWSWIRE) -- Digerati Technologies, Inc., (“Digerati,” the “Company,” “we,” “our” or “us”) (OTCID: DTGI), a data center, power solutions and telecom services provider, is pleased to announce that all of its $10 million of Notes have been converted into equity priced at $0.03 per share. As a result, Digerati currently has no debt.

The majority of the investors received restricted common shares that are subject to a lock up and leakout over 3 years.

Robert Delvecchio, Chairman and CEO of Digerati Technologies, commented, “Today marks a new beginning for our shareholders, as all of the prior Notes have been converted to equity at $0.03 per share. I would like to thank the group of funds and family offices who previously funded the Company over the past 6 years. They recognize what we are doing at Digerati, in pivoting the company to be able to build shareholder value over the next few years. I appreciate their willingness to flatten out our balance sheet and join myself and all other shareholders with owning equity.”

Delvecchio, continued, “This was a major achievement for Digerati, as it enables us to continue on our path of acquiring additional strategic and complementary businesses. While we closed on the acquisition of Ricochet in November, our strong pipeline of potential additional acquisitions required that we move forward with no debt. We look forward to executing on additional deals that we believe will add incremental value to Digerati sharehodlers.”

About Digerati Technologies, Inc. (OTCID: DTGI)

Digerati Technologies, Inc. is a holding company and through its subsidiaries, focuses on data centers, power solutions and telecom services; including WaivCloud, Inc. and Ricochet Global, LLC. Our mission is to deliver secure, reliable, and scalable data center solutions to reduce downtime and streamline operations for our clients. We pride ourselves on building lasting relationships through personalized support, responsiveness, and a deep understanding of each client's unique needs. With innovation at our core and people at the heart of everything we do, we're redefining what it means to be a data center partner in a fast-moving digital world.

WaivCloud, Inc. provides co-location, and related technology infrastructure solutions to business customers across the United States. Waiv Cloud is a colocation services provider driven by a passion for exceptional customer service.

Ricochet Global, LLC is a provider of facilities and cloud-based services to telecommunications operators worldwide, with specific focus on Africa, Middle East and Persian Gulf. Ricochet employs the latest in switching and routing architecture allowing for exceptional quality while maintaining overall efficiency and value. Ricochet is a licensed International carrier under section 214 of the Federal Communications Commission. 

For more information, please visit: https://digerati-inc.com and https://waivcloud.com and https://ricochetglobal.com.

Forward-Looking Statements:

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Risks concerning the Company’s business are described in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other periodic and current reports filed with the Securities and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contacts:
Robert Delvecchio
rdelvecchio@digerati-inc.com

FAQ

What did Digerati (DTGI) announce on February 18, 2026 about its notes?

Digerati announced conversion of all $10.0 million of notes into equity at $0.03 per share. According to the company, this action eliminated the company's debt and converted former noteholders into equity holders.

How does the DTGI conversion affect the company’s debt position?

The conversion removed the company's outstanding debt, leaving Digerati with no debt. According to the company, eliminating the $10.0 million liability is intended to strengthen the balance sheet for future deals.

What are the terms for the shares issued in Digerati’s DTGI conversion?

The majority of investors received restricted common shares subject to a three-year lockup and leakout. According to the company, this restriction staggers sales and aligns new holders with long-term goals.

Will Digerati (DTGI) pursue acquisitions after the note conversion?

Yes — management says the debt removal enables pursuit of acquisitions and strategic deals. According to the company, it closed the Ricochet acquisition in November and has a pipeline of potential targets.

What is the likely shareholder impact of DTGI’s $0.03 conversion price?

The low conversion price implies substantial new share issuance and likely dilution for existing holders. According to the company, the trade-off was chosen to flatten the balance sheet and convert creditors into equity owners.