Gorilla Technology Group Inc. Announces Pricing of $125 Million Senior Unsecured Convertible Bond Offering to Commence NeutraDC Batam Project in Indonesia

Gorilla Technology Group (NASDAQ: GRRR) priced $125 million of 7.50% Senior Unsecured Convertible Notes, Series B due June 15, 2031, in a private placement to institutional investors under Section 4(a)(2).

Rhea-AI Summary

Gorilla Technology Group (NASDAQ: GRRR) priced $125 million of 7.50% Senior Unsecured Convertible Notes, Series B due June 15, 2031, in a private placement to institutional investors under Section 4(a)(2). The offering is expected to close on or about July 17, 2026, subject to customary conditions.

The Bonds will be issued at par, pay 7.50% interest semi-annually in arrears, and are convertible at an initial rate of 39.2425 ordinary shares per $1,000, implying a conversion price of about $25.4826 per share. This reflects a 52% premium to the July 14, 2026 closing price of $16.77 and includes a downward reset floor of $8.00 and an upward reset cap of $31.85325 (a 90% premium). Interest may be paid in cash or, at the company’s election and subject to conditions, in ordinary shares.

According to Gorilla, net proceeds will fund advance payments to secure committed data center capacity and begin equity purchases of data center equipment for its NeutraDC Batam project in Indonesia, with any remainder for general corporate purposes. The securities are unregistered; Gorilla plans to file a resale registration statement on Form F-3 for the Bonds and underlying shares.

Positive

• $125 million senior unsecured convertible notes priced to fund growth
• Initial conversion price at $25.4826 implies a 52% premium to $16.77 share price
• Use of proceeds directed to NeutraDC Batam data center capacity and equipment in Indonesia
• Interest rate fixed at 7.50% with option to pay in cash or shares

Negative

• Annual coupon of 7.50% creates ongoing interest expense until 2031 or earlier conversion
• Convertible structure and share-settled interest option may increase share count and dilute existing holders
• Downward conversion price reset with $8.00 floor could lead to more dilutive conversion terms if triggered

Argus Jul 15 session 67 alerts

-29.10% close to close 5.1x rel. volume Open Argus

Details

Market move: GRRR -29.10% in the Jul 15 session. $125M convertible bond offering

-27.0% Trough in 6 hr

$457.72M Market Cap

On Jul 15, the day this news came out, GRRR closed 29.10% below the previous close. Argus tracked a trough of -27.0% from its starting point during tracking. Our momentum scanner recorded 67 alerts for this stock that day. Relative volume reached 5.1x the daily average during tracking.

Data tracked by StockTitan Argus for the Jul 15 session.

Market Context

On Jul 15, the day this news came out, the stock closed 29.1% below the previous close. A sharp decl...

Analysis

On Jul 15, the day this news came out, the stock closed 29.1% below the previous close. A sharp decline following this $125M convertible bond deal would echo past offerings, which saw an average move near -9.55% and a -16.02% drop on the June 2026 notes. With moderate short interest, additional pressure could come from traders leaning into dilution concerns.

Key Figures

Convertible bond size: $125 million Coupon rate: 7.50% per annum Initial conversion rate: 39.2425 shares per $1,000 +5 more

Convertible bond size

$125 million

Senior Unsecured Convertible Notes, Series B due 2031

Coupon rate

7.50% per annum

Interest on Series B convertible bonds, payable semi-annually

Initial conversion rate

39.2425 shares per $1,000

Initial conversion terms of the Bonds

Initial conversion price

$25.4826 per share

Implied by initial conversion rate

Conversion premium

52%

Premium over $16.77 closing price on July 14, 2026

Reference share price

$16.77

Closing price per ordinary share on July 14, 2026

Reset floor

$8.00 per share

Downward conversion price reset floor

Reset cap

$31.85325 per share

Upward conversion price reset cap, 90% premium to $16.77

Previous Offering Reports

3 past events · Latest: Jun 03

Same Type 3 events

1. Jun 03

   Convertible note offering

   24h Move

   -16.0%

   Priced $107M 7.50% convertible notes due 2031 with reset features.

2. Jul 02

   Equity offering closing

   24h Move

   -1.5%

   Closed $105M registered direct at $17.50 per share led by new investor.

3. Jun 30

   Equity offering announcement

   24h Move

   -11.1%

   Announced $105M registered direct stock offering priced at $17.50.

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

Key Terms

senior unsecured convertible notes, private placement, section 4(a)(2), resale registration statement, +1 more

5 terms

senior unsecured convertible notes financial

"aggregate principal amount of 7.50% Senior Unsecured Convertible Notes, Series B due 2031"

A senior unsecured convertible note is a type of loan a company issues that pays interest and ranks ahead of common shareholders if the company fails, but has no specific assets pledged as collateral. Holders can convert the loan into the company’s stock under agreed terms, so the instrument offers regular income plus potential upside like an option to own shares; investors care because it balances bond-like safety and possible equity gains while bearing higher risk than secured debt.

private placement financial

"The Bonds are being sold in a private placement pursuant to Section 4(a)(2)"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

section 4(a)(2) regulatory

"private placement pursuant to Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

resale registration statement regulatory

"file a resale registration statement on Form F-3 with the SEC"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

form f-3 regulatory

"file a resale registration statement on Form F-3 with the SEC"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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London, United Kingdom--(Newsfile Corp. - July 15, 2026) - Gorilla Technology Group Inc. (NASDAQ: GRRR) ("Gorilla" or the "Company"), a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence, IoT technology and data centers, today announced the pricing of $125 million aggregate principal amount of 7.50% Senior Unsecured Convertible Notes, Series B due 2031 (the "Bonds").

The Bonds are being sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, to institutional investors, and the offering is expected to close on or about July 17, 2026, subject to customary closing conditions. Additional details regarding the private placement will be disclosed in a Form 6-K to be filed by the Company with the Securities and Exchange Commission.

When issued, the Bonds will be senior unsecured obligations of the Company, will be issued at 100% of their principal amount, will accrue interest payable semi-annually in arrears at a rate of 7.50% per annum, and will mature on June 15, 2031, unless earlier converted, redeemed or repurchased in accordance with their terms. Interest will be payable in cash or, at the Company's election and subject to certain conditions, ordinary shares of the Company.

The initial conversion rate for the Bonds will be 39.2425 ordinary shares per $1,000 principal amount of Bonds, which is equivalent to an initial conversion price of approximately $25.4826 per ordinary share, and will be subject to adjustment upon the occurrence of certain events. The initial conversion price represents a conversion premium of approximately 52% over the closing price of $16.77 per ordinary share of the Company on July 14, 2026. The conversion price is subject to two reset mechanisms: one, a downward reset with a floor of $8.00 per ordinary share; the second, an upward reset with a cap of $31.85325 per ordinary share, representing a premium of 90% per ordinary share over such closing price.

The Company intends to use the net proceeds from the offering to fund advance payments required to secure committed data center capacity and commence the equity portion of purchases of data center equipment for deployment pursuant to the Company's NeutraDC Batam project in Indonesia, announced on June 23, 2026, with any remaining proceeds to be used for general corporate purposes.

The securities described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement on Form F-3 with the SEC to register the resale of the Bonds and the ordinary shares issuable upon conversion of the Bonds described above.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About Gorilla Technology Group Inc.

Headquartered in London, U.K., Gorilla Technology Group Inc. (NASDAQ: GRRR) is a global solution provider in Security Intelligence, Network Intelligence, Business Intelligence, IoT technology and data centres. Gorilla provides a wide range of solutions, including Smart City, Network, Video, Security Convergence, IoT and AI infrastructure solutions across select verticals, including government & public services, manufacturing, telecom, retail, transportation & logistics, healthcare and education, using AI and deep learning technologies.

For more information, visit https://www.gorilla-technology.com/.

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. Gorilla's actual results may differ from its expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "might" and "continues," and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements include, without limitation, statements regarding the completion of the offering, the expected timing of the closing of the offering, the intended use of proceeds from the offering, the terms of the Bonds, the Company's ability to fund purchases of data center equipment and related business initiatives, and the potential benefits of such purchases, along with those other risks described under the heading "Risk Factors" in the Form 20-F Gorilla filed with the Securities and Exchange Commission (the "SEC") on April 15, 2026 and those that are included in any of Gorilla's future filings with the SEC.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Gorilla and are difficult to predict. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.

Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Gorilla undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Investor Relations Contact

Dave Gentry
RedChip Companies, Inc. for Gorilla Technology
1-407-644-4256
GRRR@redchip.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305251

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of Gorilla (NASDAQ: GRRR) $125 million convertible bond offering announced July 15, 2026?

Gorilla priced $125 million of 7.50% Senior Unsecured Convertible Notes, Series B, due June 15, 2031. According to Gorilla, the notes are issued at par, pay semi-annual interest, and are sold via private placement to institutional investors, expected to close around July 17, 2026.

What is the conversion price and premium for Gorilla (GRRR) 7.50% Senior Unsecured Convertible Notes due 2031?

The initial conversion rate is 39.2425 shares per $1,000, implying a $25.4826 conversion price. According to Gorilla, this represents a 52% premium to its $16.77 closing share price on July 14, 2026, with reset mechanisms and a floor at $8.00 per share.

How will Gorilla use proceeds from the $125 million GRRR convertible bond issuance for the NeutraDC Batam project?

Gorilla plans to use net proceeds to fund advance payments securing committed data center capacity and start equity purchases of equipment for the NeutraDC Batam project. According to Gorilla, any remaining funds will support general corporate purposes beyond this Indonesian data center initiative.

What are the interest payment terms on Gorilla (GRRR) 7.50% Series B convertible bonds priced in July 2026?

The bonds carry a 7.50% annual coupon, payable semi-annually in arrears. According to Gorilla, interest can be paid in cash or, at the company’s election and subject to conditions, in ordinary shares, providing flexibility in managing its liquidity and capital structure.

Are Gorilla (NASDAQ: GRRR) July 2026 convertible notes registered, and how can investors resell them?

The securities are not registered under the U.S. Securities Act and are sold via private placement. According to Gorilla, the company will file a resale registration statement on Form F-3 to register resales of the bonds and the ordinary shares issuable upon conversion.

What conversion price reset features are included in Gorilla (GRRR) 2031 convertible bonds?

The notes feature two conversion price resets: a downward reset with an $8.00 per share floor and an upward reset capped at $31.85325. According to Gorilla, the cap equates to a 90% premium over the $16.77 closing price on July 14, 2026.