High Templar Tech Announces Final Results of Modified Dutch Auction Tender Offer

Rhea-AI Summary

High Templar Tech (NYSE: HTT) announced final results of its modified Dutch auction tender offer for its ADSs.

The company accepted 39,999,926 ADSs at US$3.20 per ADS, for about US$127.999 million, representing 42.8% of ADSs outstanding and a final proration factor of 88.8%.

Positive

• Repurchased 39,999,926 ADSs at a fixed price of US$3.20 per ADS
• Aggregate cash consideration totals US$127,999,763.20, excluding fees and expenses
• Accepted ADSs equal approximately 42.8% of ADSs outstanding as of June 25, 2026
• Exercised right to purchase an additional 999,926 ADSs (up to 2% extra)

Negative

• Tender offer was oversubscribed, with 45,999,926 ADSs tendered versus 39,999,926 accepted
• Approximately 6,000,000 ADSs tendered were not purchased in the offer
• Final proration factor of about 88.8% limits full participation for many tendering shareholders

Market Context

This announcement finalizes HTT’s modified Dutch auction, retiring 39,999,926 ADSs at US$3.20, or 42...

Analysis

This announcement finalizes HTT’s modified Dutch auction, retiring 39,999,926 ADSs at US$3.20, or 42.8% of outstanding shares. With earlier tender headlines causing sharp swings, investors may watch post-buyback trading liquidity and capital deployment discipline.

Key Figures

Maximum ADSs in offer: 39,000,000 ADSs ADSs tendered: 45,999,926 ADSs ADSs accepted: 39,999,926 ADSs +5 more

8 metrics

Maximum ADSs in offer 39,000,000 ADSs Stated cap of modified Dutch auction tender offer

ADSs tendered 45,999,926 ADSs Properly tendered at or below US$3.20 per ADS

ADSs accepted 39,999,926 ADSs Total ADSs purchased in the tender offer

Purchase price US$3.20 per ADS Clearing price of modified Dutch auction

Aggregate cost US$127,999,763.20 Total cash paid for repurchased ADSs, excluding fees and expenses

Additional 2% capacity used 999,926 ADSs ADSs bought under right to purchase up to an extra 2% outstanding

Proration factor 88.8% Final proration factor applied due to oversubscription

Portion of ADSs outstanding 42.8% Share of total ADSs outstanding repurchased as of June 25, 2026

Historical Context

4 past events · Latest: Jun 25 (Positive)

Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 25	Tender offer update	Positive	-23.6%	Preliminary Dutch auction tender results for large ADS repurchase at $3.20.
May 26	Tender offer launch	Positive	+23.4%	Launch of modified Dutch auction to repurchase up to 39M ADSs.
Apr 10	Annual report filing	Neutral	-0.4%	Form 20-F filing with audited financials for FY2025.
Mar 11	Earnings report	Neutral	+1.1%	Q4 and FY2025 results with revenue drop but positive net income and buybacks.

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

Pattern Detected

Share repurchase headlines have produced sharp but mixed reactions, while filings and earnings have drawn relatively modest price responses.

Key Terms

modified dutch auction, american depositary shares, odd lots, proration factor

4 terms

modified dutch auction financial

"announced today the final results of its "modified Dutch Auction" tender offer to purchase up to 39 million"

A modified Dutch auction is a way for a company to buy back shares or sell securities by asking shareholders or bidders to state how many shares they’re willing to trade and at what minimum price, then setting a single clearing price that satisfies the target quantity. Think of it like collecting offers at different prices and picking one fair price so the company buys or sells the needed amount; investors care because it can produce a transparent, market-driven price and a predictable size for the transaction, reducing the chance of favoritism or sudden price swings.

american depositary shares financial

"tender offer to purchase up to 39 million American Depositary Shares (the "ADSs") of the Company"

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.

odd lots financial

"the Company accepted the ADSs on a pro rata basis, except for tenders of "odd lots," which were accepted in full"

Shares traded in quantities smaller than a market’s standard batch—typically fewer than 100 shares—are called odd lots. Think of buying a few cookies from a pack instead of the whole box: odd lots are smaller, individual-sized trades that can matter because they may execute less smoothly, face slightly different pricing or visibility, and signal retail-level activity to investors assessing liquidity and demand.

proration factor financial

"the final proration factor for the tender offer is approximately 88.8%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

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

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XIAMEN, China, June 29, 2026 /PRNewswire/ -- High Templar Tech Limited (the "Company," "High Templar" or "we") (NYSE: HTT), announced today the final results of its "modified Dutch Auction" tender offer to purchase up to 39 million American Depositary Shares (the "ADSs") of the Company, each representing one Class A ordinary share, par value US$0.0001 per share, which expired at 5:00 P.M., New York City time, on June 24, 2026.

Based on the final count by Equiniti Trust Company, LLC, the depositary for the tender offer (the "Depositary"), a total of 45,999,926 ADSs of the Company were properly tendered and not properly withdrawn at or below the purchase price of US$3.20 per ADS, including 387,477 ADSs that were tendered by notice of guaranteed delivery.

The Company has accepted for purchase a total of 39,999,926 ADSs that were tendered in the tender offer at a purchase price of US$3.20 per ADS, for an aggregate cost of US$127,999,763.20, excluding fees and expenses relating to the tender offer. Included in the 39,999,926 ADSs that the Company accepted for purchase are 999,926 ADSs that the Company elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding ADSs. Due to the oversubscription of the tender offer, the Company accepted the ADSs on a pro rata basis, except for tenders of "odd lots," which were accepted in full, and conditional tenders that were automatically regarded as withdrawn because the condition of the tender has not been met, and has been informed by the Depositary that the final proration factor for the tender offer is approximately 88.8%. The total of 39,999,926 ADSs that the Company has accepted for purchase represents approximately 42.8% of the total number of ADSs outstanding as of June 25, 2026.

Deutsche Bank Securities Inc. acted as dealer manager for the tender offer and D.F. King & Co., Inc. acted as information agent for the tender offer. Shareholders who have questions or would like additional information about the tender offer may contact D.F. King & Co., Inc. at (888) 644-5854, toll at (646) 989-1649 or email at htt@dfking.com; banks and brokers may call Deutsche Bank Securities Inc. at (212) 250-5600.

About High Templar Tech Limited

High Templar is exploring innovative business opportunities globally to satisfy clients' demand by leveraging its technology know-how and financial service capabilities.

For more information, please visit https://ir.hightemplar.com/.

Forward-Looking Statements

This announcement contains forward-looking statements. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, the expectation of its collection efficiency and delinquency, contain forward-looking statements. High Templar may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to security holders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about High Templar's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: High Templar's goal and strategies; High Templar's expansion plans; High Templar's future business development, financial condition and results of operations; High Templar's expectations regarding demand for, and market acceptance of, its products; High Templar's expectations regarding keeping and strengthening its relationships with customers, business partners and other parties it collaborates with; general economic and business conditions; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in High Templar's filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and High Templar does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact:

In China:
High Templar Tech Limited
Tel: +86-592-317-2318
E-mail: ir@hightemplar.com

View original content:https://www.prnewswire.com/news-releases/high-templar-tech-announces-final-results-of-modified-dutch-auction-tender-offer-302812952.html

SOURCE High Templar Tech Limited

FAQ

What are the final results of High Templar Tech’s June 2026 tender offer for HTT ADSs?

High Templar Tech accepted 39,999,926 ADSs at US$3.20 per ADS in its June 2026 tender offer. According to High Templar, this represents an aggregate cost of US$127,999,763.20 and equals about 42.8% of ADSs outstanding as of June 25, 2026.

How many HTT ADSs did High Templar Tech buy back and at what price?

High Templar Tech bought back 39,999,926 ADSs at a purchase price of US$3.20 per ADS. According to High Templar, the total cash paid was US$127,999,763.20, excluding fees and expenses, under a modified Dutch auction that expired on June 24, 2026.

What percentage of High Templar Tech (NYSE: HTT) ADSs were purchased in the June 2026 tender offer?

The company purchased ADSs equal to approximately 42.8% of its ADSs outstanding as of June 25, 2026. According to High Templar, 39,999,926 ADSs were accepted for purchase out of its total outstanding ADSs at that date.

What was the final proration factor in High Templar Tech’s modified Dutch auction tender offer?

The final proration factor was approximately 88.8% for tendered ADSs, excluding odd lots and certain conditional tenders. According to High Templar, oversubscription meant most participating shareholders had only part of their tendered ADSs accepted for purchase.

How many HTT ADSs were tendered versus accepted in the June 24, 2026 offer?

A total of 45,999,926 ADSs were properly tendered at or below US$3.20, while 39,999,926 were accepted. According to High Templar, this includes 387,477 ADSs tendered by notice of guaranteed delivery and 999,926 ADSs bought via its 2% additional purchase right.

Did High Templar Tech use its option to buy additional HTT ADSs beyond the 39 million cap?

Yes. High Templar used its right to purchase up to an additional 2% of outstanding ADSs. According to High Templar, this increased accepted ADSs by 999,926 to 39,999,926, above the initial 39 million ADSs targeted in the modified Dutch auction.