Garden Stage Limited Announces Reclassification of its Ordinary Shares

Rhea-AI Summary

Garden Stage (NASDAQ:GSIW) announced a reclassification of its ordinary shares effective February 12, 2026 on Nasdaq.

The authorized capital will be redesignated into Class A and Class B ordinary shares: 9,250,000 Class B issued, 64,781,655 Class A issued, and 425,968,655 authorized but unissued Class A shares, all on a one-for-one basis.

The company retains powers to redeem, purchase, issue, increase or reduce capital under the Companies Act (2025 Revision) and its Articles of Association.

Positive

• 9,250,000 shares redesignated to Class B ordinary shares
• 64,781,655 issued shares redesignated to Class A ordinary shares
• Company maintains authority to redeem or purchase shares under Companies Act

Negative

• 425,968,655 authorized but unissued Class A shares represent a large dilution capacity

Key Figures

Authorized share capital: US$50,000 Authorized Class A shares: 490,750,000 Authorized Class B shares: 9,250,000 +5 more

8 metrics

Authorized share capital US$50,000 Pre-reclassification authorized capital

Authorized Class A shares 490,750,000 Pre-reclassification Class A share authorization

Authorized Class B shares 9,250,000 Pre-reclassification Class B share authorization

Issued Class B shares 9,250,000 Ordinary shares redesignated as Class B on one-for-one basis

Issued Class A shares 64,781,655 Ordinary shares redesignated as Class A on one-for-one basis

Authorized but unissued Class A 425,968,655 Authorized but unissued Ordinary Shares redesignated as Class A

Par value per share US$0.0001 Par value for both Class A and Class B shares

52-week high $1.79 Pre-news 52-week high level

Market Reality Check

Price: $0.1462 Vol: Volume 521,542 is slightl...

normal vol

$0.1462 Last Close

Volume Volume 521,542 is slightly below the 20-day average of 552,687 (relative volume 0.94x). normal

Technical Shares trade below the 200-day moving average of 0.41, indicating a weak longer-term trend pre-announcement.

Peers on Argus

Momentum scanner shows 4 peers in related financial/capital markets names moving...

4 Down

Momentum scanner shows 4 peers in related financial/capital markets names moving down with double‑digit declines, while this move is flagged as stock‑specific rather than a broad sector rotation.

Historical Context

2 past events · Latest: Oct 23 (Positive)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Oct 23	Strategic partnership	Positive	-1.0%	Subsidiary launched AI-enabled long/short equity hedge fund via new partnership.
Sep 05	Nasdaq deficiency notice	Negative	-1.4%	Nasdaq notified non-compliance with $1.00 minimum bid price requirement.

Pattern Detected

Limited history shows one positive partnership update and one negative Nasdaq compliance notice; price aligned with the negative event and diverged on the positive one.

Recent Company History

Recent disclosures highlight both strategic expansion and listing risk. On Sep 5, 2025, Garden Stage reported a Nasdaq minimum bid price deficiency, with shares having traded below $1.00 for 30 consecutive business days and a 180‑day cure period granted. On Oct 23, 2025, a subsidiary announced a strategic hedge fund partnership using AI-driven portfolio construction. Despite the seemingly constructive partnership news, shares fell modestly after that announcement, while the deficiency notice also saw a small negative reaction.

Market Pulse Summary

This announcement reshapes Garden Stage’s equity structure by redesignating existing Ordinary Shares...

Analysis

This announcement reshapes Garden Stage’s equity structure by redesignating existing Ordinary Shares into Class A and high-vote Class B shares, while keeping par value at US$0.0001. It follows shareholder approval of a dual-class structure and potential share consolidation. Investors can monitor how this framework interacts with prior capital raises, the outstanding Nasdaq minimum bid price deficiency timeline, and future board decisions on redemptions, repurchases, or further changes to the share capital.

Key Terms

authorized share capital, par value, nasdaq capital market, ordinary shares, +4 more

8 terms

authorized share capital financial

"In connection with the Reclassification, the authorized share capital of the Company..."

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

par value financial

"Class A Shares of a par value of US$0.0001 each and (ii) 9,250,000 Class B..."

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.

nasdaq capital market regulatory

"effective on the Nasdaq Capital Market (the “Nasdaq”) on February 12, 2026."

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

ordinary shares financial

"today announced a share reclassification (the “Reclassification”) to its ordinary shares..."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

articles of association regulatory

"subject to the provisions of the Companies Act (2025 Revision) and the Articles of Association..."

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

class a ordinary shares financial

"will be redesignated as issued and outstanding Class A Ordinary Shares on a one for one basis..."

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 financial

"being redesignated as issued and outstanding Class B ordinary Shares on a one for one basis..."

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.

companies act regulatory

"subject to the provisions of the Companies Act (2025 Revision) and the Articles of Association..."

Companies Act is the primary law that sets the rules for forming, running and winding up corporations, covering directors’ duties, shareholder rights, financial reporting, audits and insolvency. For investors it matters because those rules determine how transparent and accountable a company must be, what protections shareholders have, and how risks are managed—think of the Act as a rulebook and referee that helps ensure fair play and reliable information for investment decisions.

AI-generated analysis. Not financial advice.

Hong Kong, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Garden Stage Limited (the “Company” or “Garden Stage”), a Hong Kong-based financial services provider principally engaged in the provision of (i) placing and underwriting services; (ii) securities dealing and brokerage services; and (iii) asset management services, today announced a share reclassification (the “Reclassification”) to its ordinary shares (the “Ordinary Shares”), which shall be effective on the Nasdaq Capital Market (the “Nasdaq”) on February 12, 2026.

In connection with the Reclassification, the authorized share capital of the Company shall be changed from US$50,000 divided into (i) 490,750,000 Class A Shares of a par value of US$0.0001 each and (ii) 9,250,000 Class B Shares of a par value of US$0.0001 each, to the following: (a) 9,250,000 issued and outstanding Ordinary Shares held by Oriental Moon Tree Limited being redesignated as issued and outstanding Class B ordinary Shares on a one for one basis; (b) 64,781,655 issued and outstanding Ordinary Shares of the Company will be redesignated as issued and outstanding Class A Ordinary Shares on a one for one basis; and (c) 425,968,655 authorized but unissued Ordinary Shares of the Company will be redesignated as authorized but unissued Class A Ordinary Shares on a one for one basis, with all rights and privileges set forth in the Second Amended and Restated Memorandum of Association.

The Company has the power to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Act (2025 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers contained in the Company’s Articles of Association.

About Garden Stage Limited

Garden Stage Limited is a holding company incorporated in Cayman Islands, and all of their operations are carried out by the two wholly-owned operating subsidiaries in Hong Kong: a) I Win Securities Limited, which is licensed to conduct Type 1 (dealing in securities) regulated activities under the Securities and Futures Ordinance (the “SFO”) in Hong Kong; and b) I Win Asset Management Limited, which is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in Hong Kong. I Win Securities Limited is the Stock Exchange Participant of Stock Exchange of Hong Kong Limited (“ Hong Kong Stock Exchange) and holds Hong Kong Stock Exchange Trading Right. I Win Securities Limited is also the participant of the Hong Kong Securities Clearing Company Limited.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed Offering. 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 in this prospectus. 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. 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, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For more information, please contact:

Garden Stage Limited

Investor Relations Department

Email: ir@iwinsec.com

FAQ

What change did Garden Stage (GSIW) make to its share structure on February 12, 2026?

The company reclassified ordinary shares into Class A and Class B effective February 12, 2026. According to the company, issued and authorized shares were redesignated one-for-one into specified Class A and Class B totals.

How many Class A and Class B shares will Garden Stage (GSIW) have after the reclassification?

After reclassification, Garden Stage will have 64,781,655 issued Class A and 9,250,000 issued Class B shares. According to the company, 425,968,655 additional Class A shares remain authorized but unissued.

Does the reclassification of Garden Stage (GSIW) change shareholder rights or privileges?

Shareholder rights follow the Second Amended and Restated Memorandum of Association and Articles. According to the company, the redesignation preserves rights and privileges as set forth in those governing documents.

Will the reclassification by Garden Stage (GSIW) cause immediate dilution to existing shareholders?

The reclassification itself does not immediately dilute outstanding holdings; it redesignates issued and authorized shares. According to the company, a large authorized but unissued Class A pool exists that could enable future dilution if issued.

When does the Garden Stage (GSIW) reclassification become effective on Nasdaq?

The reclassification becomes effective on Nasdaq on February 12, 2026. According to the company, the change was announced February 11, 2026 and takes effect the next day on the Nasdaq Capital Market.