Foresight Announced ADS Ratio Change

Rhea-AI Summary

Foresight (Nasdaq/TASE: FRSX) will change its American Depositary Share ratio from 1 ADS = 30 ordinary shares to 1 ADS = 90 ordinary shares, effective February 26, 2026. ADS holders will exchange three existing ADSs for one new ADS; uncertificated ADSs in DRS/DTC will convert automatically.

The ADSs will retain the FRSX ticker on Nasdaq with a new CUSIP. The change is intended to help maintain Nasdaq compliance; no change to ordinary shares, ownership percentages, or voting power.

Positive

• ADS ratio change to 1:90 effective Feb 26, 2026
• Automatic conversion for DRS/DTC holders (no action required)
• ADS will retain the FRSX ticker on Nasdaq

Negative

• Mandatory surrender required for certificated ADS holders
• No assurance ADS price will remain proportionate after the ratio change
• Fractional ADS entitlements sold for cash proceeds after fees

News Market Reaction – FRSX

-3.12%

1 alert

-3.12% News Effect

On the day this news was published, FRSX declined 3.12%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Current ADS ratio: 1 ADS : 30 Ordinary Shares New ADS ratio: 1 ADS : 90 Ordinary Shares ADS exchange rate: 3 existing ADSs : 1 new ADS +5 more

8 metrics

Current ADS ratio 1 ADS : 30 Ordinary Shares Existing ADS Ratio before change

New ADS ratio 1 ADS : 90 Ordinary Shares ADS Ratio after announced change

ADS exchange rate 3 existing ADSs : 1 new ADS Mandatory exchange by Depositary Bank

Effective date February 26, 2026 ADS Ratio Change effective on Nasdaq open

Ticker FRSX ADSs continue trading under same symbol

CUSIP change New CUSIP Number New identifier from effective date

Price pre-announcement $0.8596 Close before ADS Ratio Change news

52-week range $0.8313 – $7.98 Low and high prior to ADS Ratio Change

Market Reality Check

Price: $0.8400 Vol: Volume 19,249 is 0.09x th...

low vol

$0.8400 Last Close

Volume Volume 19,249 is 0.09x the 20-day average of 214,016, indicating muted pre-news trading interest. low

Technical Shares at 0.8596 are trading below the 200-day MA of 2.45, near the 0.8313 52-week low and far from the 7.98 high.

Peers on Argus

FRSX was down 3.12% while peers showed mixed moves: CREV -19.58%, REE -1.71%, WK...

FRSX was down 3.12% while peers showed mixed moves: CREV -19.58%, REE -1.71%, WKSP -3.42%, versus small gains in GTEC +0.17% and WPRT +0.48%, pointing to a stock-specific context rather than a uniform Auto Parts sector move.

Historical Context

5 past events · Latest: Feb 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 09	V2X trial results	Positive	+2.9%	Successful large-scale collision prevention trial with Renault and Orange in France.
Jan 27	SoftBank collaboration	Positive	+0.0%	Advanced multi-phase V2X road safety collaboration with SoftBank in Japan.
Jan 20	SoftBank V2X update	Positive	-23.6%	Further validation plans for Eye-Net’s V2X collision prediction with SoftBank.
Jan 07	CES 2026 showcase	Positive	-1.4%	Eye-Net to exhibit V2X collision prevention system at CES 2026 in Las Vegas.
Dec 29	Audi tech demo	Positive	-9.0%	Invited by Audi AG to present terrain intelligence solution and discuss POC.

Pattern Detected

Recent fundamentally positive technology and collaboration updates often saw muted or negative next-day price reactions, with only one clear alignment between upbeat news and a positive move.

Recent Company History

Over the last several months, Foresight reported multiple positive technology and partnership milestones. Eye-Net completed a large-scale live trial in France with Renault and Orange on Feb 9, 2026, and advanced a strategic collaboration with SoftBank in Japan in January 2026. The company also showcased V2X technology at CES 2026 and demonstrated terrain intelligence to Audi in Dec 2025. Despite these developments, share reactions were often negative or flat, providing context for today’s ADS ratio change against a backdrop of sustained price pressure and prior Nasdaq bid-price compliance challenges.

Regulatory & Risk Context

Active S-3 Shelf · $2.8 million

Shelf Active

Active S-3 Shelf Registration 2025-12-12

$2.8 million registered capacity

An effective Form F-3 shelf dated Dec 12, 2025 registers up to 3,179,723 ADSs for resale upon exercise of Series A and Series C warrants, representing 95,391,690 ordinary shares. The company itself is not selling ADSs under this prospectus and expects only nominal cash from Series A warrants and approximately $2.8 million from full Series C warrant exercise. No usage has been recorded yet (usage_count 0).

Market Pulse Summary

This announcement detailed an ADS ratio change from 1 ADS : 30 ordinary shares to 1 ADS : 90, with a...

Analysis

This announcement detailed an ADS ratio change from 1 ADS : 30 ordinary shares to 1 ADS : 90, with a 3-for-1 ADS exchange effective February 26, 2026. The company stated that ownership and voting power remain unchanged, framing the move as supportive of Nasdaq listing compliance. In context, Foresight previously disclosed an unused F-3 for up to 3,179,723 ADSs and earlier minimum bid-price challenges, key elements for monitoring future capital structure developments.

Key Terms

american depositary shares, ads, cusip number, registration statement, +4 more

8 terms

american depositary shares financial

"today announced that it plans to change the ratio of its American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

ads financial

"from the current ADS Ratio of one (1) ADS to thirty (30) Ordinary Shares"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

cusip number financial

"will continue to be traded on the Nasdaq under the symbol “FRSX” with a new CUSIP Number"

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

registration statement regulatory

"The Company will file a post-effective amendment to its registration statement on Form F-6"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

form f-6 regulatory

"file a post-effective amendment to its registration statement on Form F-6"

Form F-6 is an SEC registration form used when a U.S. depositary bank creates American Depositary Receipts (ADRs), which are certificates that let U.S. investors buy and sell shares of a foreign company as if they were domestic stocks. Think of an ADR as a local-language label placed on a foreign product: it makes the foreign share easier to trade and settle in U.S. markets, increasing accessibility, liquidity and investor choice while bringing certain U.S. disclosure and regulatory oversight.

depositary bank financial

"surrender their ADSs to the depositary bank for the Company’s ADS program"

A depositary bank is a financial institution that holds and safeguards a company's or investor’s securities, such as stocks or bonds, in a secure account. It acts like a digital safe, ensuring that ownership records are accurate and that transactions are processed smoothly. For investors, it provides confidence that their investments are protected and correctly recorded, making buying, selling, or transferring securities reliable and efficient.

direct registration system financial

"Holders of uncertificated ADSs in the Direct Registration System (DRS)"

A direct registration system allows investors to register their ownership of securities directly with the issuing company or its transfer agent, rather than holding shares through a broker or intermediary. This setup gives investors more control over their holdings and simplifies the process of buying or selling shares. It is important because it can reduce costs, increase transparency, and provide a clearer record of ownership.

the depository trust company financial

"and in The Depository Trust Company (DTC) will have their ADSs automatically exchanged"

The Depository Trust Company is a large organization that safely manages and keeps electronic records of ownership for stocks, bonds, and other securities. It acts like a digital warehouse, making it easier and faster for investors to buy, sell, and transfer investments without needing physical paper certificates. This helps ensure transactions are secure, accurate, and completed smoothly.

AI-generated analysis. Not financial advice.

Ness Ziona, Israel, Feb. 20, 2026 (GLOBE NEWSWIRE) -- Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) (“Foresight” or the “Company”), an innovator in automotive vision systems, today announced that it plans to change the ratio of its American Depositary Shares (“ADSs”) to its Ordinary Shares (the “ADS Ratio”), no par value per share, from the current ADS Ratio of one (1) ADS to thirty (30) Ordinary Shares, to a new ADS Ratio of one (1) ADS to ninety (90) Ordinary Shares (the “ADS Ratio Change”). The Company anticipates that the ADS Ratio Change will be effective February 26, 2026.

There will be no change to the Company’s Ordinary Shares. The effect of the ADS Ratio Change on the ADS trading price on the Nasdaq Capital Market is expected to take place at the open of trading on February 26, 2026 (U.S. Eastern Time). Effective February 26, 2026, ADS holders of record in certified form will be required on a mandatory basis to surrender their ADSs to the depositary bank for the Company’s ADS program, The Bank of New York Mellon (the “Depositary Bank”), for cancellation and will receive one (1) new ADS in exchange for every three (3) existing ADSs then held in connection with the ADS Ratio Change, with further details to be provided in the notice by the Depositary Bank. Holders of uncertificated ADSs in the Direct Registration System (DRS) and in The Depository Trust Company (DTC) will have their ADSs automatically exchanged and need not take any action. The exchange of every three (3) then-held (existing) ADSs for one (1) new ADS will occur automatically, at the effective date, with the then-held ADSs being cancelled and new ADSs being issued by the Depositary Bank.

As of the effective date for the ADS Ratio Change, the Company’s ADSs will continue to be traded on the Nasdaq under the symbol “FRSX” with a new CUSIP Number. The Company will file a post-effective amendment to its registration statement on Form F-6 with the United States Securities and Exchange Commission to reflect the ADS Ratio Change.

The ADS Ratio Change will not impact any shareholder’s percentage ownership of the Company or voting power. No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary Bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary Bank.

As a result of the change in the ADS Ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than the ADS price on a proportionate basis. The Company believes that the change in the ADS Ratio will help the Company to maintain compliance with Nasdaq listing requirements. However, the Company can give no assurance that this goal will be achieved.

About Foresight

Foresight Autonomous Holdings Ltd. (Nasdaq and TASE: FRSX) is a technology company developing advanced three-dimensional (3D) perception and cellular-based applications. Through the Company’s controlled subsidiaries, Foresight Automotive Ltd., Foresight Changzhou Automotive Ltd. and Eye-Net Mobile Ltd., Foresight develops both “in-line-of-sight” vision systems and “beyond-line-of-sight” accident-prevention solutions.

Foresight’s 3D perception systems include modules of automatic calibration and dense 3D point cloud that can be applied to different markets such as automotive, defense, autonomous driving, agriculture, heavy industrial equipment and unmanned aerial vehicles (UAVs).

For more information about Foresight and its wholly owned subsidiary, Foresight Automotive, visit www.foresightauto.com, follow @ForesightAuto1 on Twitter, or join Foresight Automotive on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Foresight is using forward-looking statements in this press release when it discusses the plan to implement ADS Ratio Change and the implications thereof including the potential increase of its ADS price as a result of the ADS Ratio Change, the timing thereof and the Company’s belief that the ADS Ratio Change will help to maintain compliance with Nasdaq listing requirements. Because such statements deal with future events and are based on Foresight’s current expectations, they are subject to various risks and uncertainties, and actual results, performance or achievements of Foresight could differ materially from those described in or implied by the statements in this press release.

The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Foresight’s annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 24, 2025, and in any subsequent filings with the SEC. Except as otherwise required by law, Foresight undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Foresight is not responsible for the contents of third-party websites.

Investor Relations Contact:
Miri Segal-Scharia
CEO
MS-IR LLC
msegal@ms-ir.com

FAQ

What exactly is changing in Foresight's ADS ratio (FRSX) and when does it take effect?

The ADS ratio will change from 1 ADS = 30 ordinary shares to 1 ADS = 90 ordinary shares, effective February 26, 2026. According to the company, the change will adjust the ADS denomination and trading will reflect the new ratio at market open.

Do FRSX shareholders lose ownership or voting power after the ADS ratio change on February 26, 2026?

No, shareholders will not lose percentage ownership or voting power as a result of the ADS ratio change. According to the company, the change is purely a re-denomination of ADSs and does not affect ordinary shares or shareholder rights.

What must certificated ADS holders of FRSX do for the Feb 26, 2026 ADS ratio exchange?

Certificated ADS holders must surrender their ADSs to the Depositary Bank for cancellation and receive new ADSs per the exchange. According to the company, the Depositary Bank will issue one new ADS for every three existing certificated ADSs.

Will FRSX ADS holders in DRS or DTC need to take action for the Feb 26, 2026 ratio change?

No action is required for ADSs held in DRS or DTC; those ADSs will be automatically exchanged. According to the company, the Depositary Bank will effect automatic conversion for uncertificated ADSs on the effective date.

How will fractional new ADSs be handled after the Foresight ADS ratio change on Feb 26, 2026?

No fractional new ADSs will be issued; fractional entitlements will be aggregated and sold for cash. According to the company, net proceeds after fees, taxes and expenses will be distributed to applicable ADS holders.

Will FRSX continue to trade under the same ticker after the ADS ratio change on February 26, 2026?

Yes, ADSs will continue trading on Nasdaq under the ticker FRSX but with a new CUSIP number. According to the company, the trading symbol remains unchanged while the ADS ratio and CUSIP will be updated.