Lavoro Announces Voluntary Delisting from the Nasdaq Global Market

Rhea-AI Summary

Lavoro (Nasdaq: LVRO, LVROW) notified Nasdaq it will voluntarily delist its ordinary shares and warrants and file a Form 25 with the SEC on or about Feb. 24, 2026, expecting the last Nasdaq trading day to be on or about Feb. 23, 2026.

The company also intends to file a Form 15 on or about Mar. 6, 2026 to suspend reporting. The Board approved the move citing a challenging Brazilian market, low trading volume, limited U.S. shareholder base, and ongoing audit, legal and compliance costs. Post‑delisting trading may occur only via private sales or OTC, with no market‑making guarantee.

Positive

• Board approved voluntary delisting with clear timeline (Feb 23–Mar 6, 2026)
• Removes ongoing audit and compliance burdens tied to U.S. reporting obligations

Negative

• Loss of Nasdaq listing and U.S. public market access effective around Feb 23–24, 2026
• Potentially no market maker or OTC trading, reducing liquidity for shareholders
• Suspension of SEC reporting via Form 15 on or about Mar 6, 2026

Market Reaction

-42.63% $0.56

15m delay 6 alerts

-42.63% Since News

$0.56 Last Price

$0.56 $0.99 Day Range

-$84M Valuation Impact

$112M Market Cap

0.2x Rel. Volume

Following this news, LVRO has declined 42.63%, reflecting a significant negative market reaction. Our momentum scanner has triggered 6 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $0.56. This price movement has removed approximately $84M from the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Ordinary share par value: $0.001 per share Warrant exercise price: $11.50 per share Form 25 filing date: On or about February 24, 2026 +5 more

8 metrics

Ordinary share par value $0.001 per share Par value of Lavoro ordinary shares

Warrant exercise price $11.50 per share Exercise price for one ordinary share under warrants

Form 25 filing date On or about February 24, 2026 Planned SEC filing to remove Nasdaq listing

Last Nasdaq trading day On or about February 23, 2026 Expected final day of trading on Nasdaq Global Market

Form 15 filing date On or about March 6, 2026 Planned SEC filing to suspend reporting obligations

Current price $0.978 Price before delisting announcement, <b>1.92%</b> down on the day

52-week range high $5.43 52-week high; current price is <b>81.99%</b> below this level

52-week range low $0.1908 52-week low; current price is <b>412.58%</b> above this level

Market Reality Check

Price: $0.9780 Vol: Volume 23,412 is about 7%...

low vol

$0.9780 Last Close

Volume Volume 23,412 is about 7% of the 20-day average of 348,404, indicating very light trading ahead of the delisting news. low

Technical Price 0.978 is trading below the 200-day MA of 1.68, reflecting a weak longer-term trend before this announcement.

Peers on Argus

LVRO was down 1.92% while peers were mixed: AVD up 0.57%, BIOX up 0.26%, IPI up ...

1 Up 1 Down

LVRO was down 1.92% while peers were mixed: AVD up 0.57%, BIOX up 0.26%, IPI up 3.73%, UAN down 1.78%, ENFY down 33.38%. Moves do not point to a unified sector reaction.

Historical Context

1 past event · Latest: Nov 24 (Negative)

Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Nov 24	Nasdaq non-compliance	Negative	-4.7%	Nasdaq notice for delayed Form 20-F and listing rule non-compliance.

Pattern Detected

Limited history shows at least one prior regulatory/Listing Rule setback (Nov 24, 2025) that coincided with a negative price reaction, similar in direction to today’s listing-related announcement.

Recent Company History

Over the last several months, Lavoro has faced mounting listing and regulatory pressures. On Nov 24, 2025, it disclosed a Nasdaq non-compliance notice tied to a delayed Form 20-F filing, which saw the stock drop 4.73%. Separately, Form 6-K filings in November 2025 detailed court-ratified out-of-court restructuring and weaker preliminary FY25 results. Today’s voluntary delisting and deregistration decision follows this sequence of operational, reporting, and restructuring challenges impacting its U.S. listing status.

Market Pulse Summary

The stock is dropping -42.6% following this news. A negative reaction despite this being a voluntary...

Analysis

The stock is dropping -42.6% following this news. A negative reaction despite this being a voluntary process fits the broader pattern of listing-related setbacks and restructuring stress. The company previously reported a Nasdaq non-compliance notice in November 2025 and detailed ongoing restructuring, so delisting and deregistration may be seen as a further step away from U.S. capital markets. Reduced future liquidity and uncertainty about over-the-counter trading availability could reinforce a downside response to this announcement.

Key Terms

form 25, form 15, section 12(b), section 12(g), +3 more

7 terms

form 25 regulatory

"Lavoro intends to file a Form 25 (Notification of Removal of Listing) with the SEC"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

form 15 regulatory

"on or about March 6, 2026, the Company intends to file a Form 15 with the SEC"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

section 12(b) regulatory

"deregister such securities under Section 12(b) of the Securities Exchange Act of 1934"

Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.

section 12(g) regulatory

"to suspend the Company’s reporting obligations under Sections 12(g) and 15(d) of the Exchange Act"

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

section 15(d) regulatory

"to suspend the Company’s reporting obligations under Sections 12(g) and 15(d) of the Exchange Act"

Section 15(d) is a U.S. securities law rule that can require a company to keep filing regular public financial reports with regulators after it sells stock in certain offerings, even if it otherwise would stop reporting. Think of it like a store that must continue posting its receipts so buyers can check its health; for investors, it preserves ongoing disclosure and helps them track a company’s finances and risks that might affect the stock.

exchange act regulatory

"of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)"

A federal law that sets rules for trading securities on public exchanges, requiring companies and market participants to register, disclose regular financial information, and follow standards that promote honest, orderly markets. For investors, it matters because it creates transparency and legal protections—like stopping insider trading and ensuring timely company disclosures—so you can evaluate risks and rely on consistent rules much as players rely on a referee to keep a game fair.

nasdaq global market regulatory

"from the Nasdaq Global Market. Lavoro intends to file a Form 25"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

AI-generated analysis. Not financial advice.

SÃO PAULO, Brazil, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Lavoro Limited (Nasdaq: LVRO, LVROW) (the “Company” or “Lavoro”) announced today that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its ordinary shares, par value $0.001 per share (the “Ordinary Shares”) and its warrants exercisable for one Ordinary Share at an exercise price of $11.50 (the “Warrants”) from the Nasdaq Global Market.

Lavoro intends to file a Form 25 (Notification of Removal of Listing) with the SEC to remove its Ordinary Shares and Warrants from listing on the Nasdaq Global Market on or about February 24, 2026 and deregister such securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a result, Lavoro expects that the last trading day of its Ordinary Shares and Warrants on the Nasdaq Global Market will be on or about February 23, 2026. Furthermore, on or about March 6, 2026, the Company intends to file a Form 15 with the SEC to suspend the Company’s reporting obligations under Sections 12(g) and 15(d) of the Exchange Act.

The decision to delist and deregister the Ordinary Shares and Warrants is based on the evaluation of a range of factors and was approved by the Board of Directors. These considerations include the challenging market environment in Brazil during the most recent crop cycles and the costs and expenses associated with being a publicly traded company, particularly given the limited benefits currently associated with maintaining a U.S. public listing.

The Company’s low trading volume and limited public shareholder base have reduced the liquidity of its securities and limited its ability to access the U.S. public capital markets, to attract interest from institutional investors and market analysts, and to use its securities as consideration in strategic transactions. At the same time, the Company continues to incur significant audit, legal and other costs associated with being a reporting company, as well as substantial management time and compliance demands under the Sarbanes-Oxley Act of 2002, SEC rules and Nasdaq listing standards. The burdens associated with operating as a publicly traded company outweigh the advantages to the Company and its shareholders at this time.

Following the delisting of Lavoro’s Ordinary Shares and Warrants from trading on Nasdaq, any trading in such securities would only occur in privately negotiated sales and potentially on an over-the-counter market. There is no guarantee, however, that a broker will make a market in Lavoro’s Ordinary Shares and Warrants and that trading thereof will occur on an OTC market or otherwise.

The Company reserves its right in all aspects to postpone or withdraw the above filings prior to their effectiveness; if necessary, the Company will make any further announcement as required by the Nasdaq listing standards and other applicable laws.

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “aims,” “estimate,” “plan,” “guidance,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the delisting and deregistration of the Ordinary Shares and Warrants. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Lavoro.

 These forward-looking statements are subject to a number of risks and uncertainties indicated from time to time in the Annual Report on Form 20-F filed by Lavoro or in the future, including those under “Risk Factors” therein, or Lavoro’s other filings with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Lavoro currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. 

In addition, forward-looking statements reflect Lavoro’s expectations, plans, or forecasts of future events and views as of the date of this press release. Lavoro anticipates that subsequent events and developments will cause Lavoro’s assessments to change. However, while Lavoro may elect to update these forward-looking statements at some point in the future, Lavoro specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Lavoro’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contact

Luiz Spinardi
luiz.spinardi@lavoroagro.com
  
Fernanda Rosa
fernanda.rosa@lavoroagro.com

FAQ

When will LVRO's shares and warrants stop trading on Nasdaq?

LVRO expects the last Nasdaq trading day to be on or about February 23, 2026. According to the company, it plans to file a Form 25 on or about February 24, 2026 to remove listing and then file Form 15 around March 6, 2026 to suspend reporting.

Why is Lavoro (LVRO) voluntarily delisting from the Nasdaq Global Market?

Lavoro cited low trading volume, a limited U.S. shareholder base, and high public‑company costs. According to the company, challenging crop‑cycle market conditions in Brazil and substantial audit, legal and Sarbanes‑Oxley compliance costs led the Board to approve delisting.

What filings will LVRO make with the SEC related to the delisting and when?

LVRO intends to file a Form 25 around February 24, 2026 and a Form 15 around March 6, 2026. According to the company, these filings will remove the Nasdaq listing and suspend reporting obligations under Sections 12(g) and 15(d).

How will LVRO delisting affect shareholder liquidity and trading options?

After delisting, trading would be limited to privately negotiated sales or potentially an OTC market. According to the company, there is no guarantee a broker will make a market, so liquidity may be materially reduced for shareholders.

Can LVRO reverse the delisting or delay the SEC filings?

Yes, the company reserves the right to postpone or withdraw the filings prior to effectiveness. According to the company, it may make further announcements if it decides to postpone or withdraw the Form 25 or Form 15 filings.

What are the immediate compliance and cost implications of LVRO leaving Nasdaq?

Delisting should reduce ongoing Sarbanes‑Oxley, audit and legal compliance costs and management time. According to the company, the burdens of being a U.S. reporting company currently outweigh the advantages, prompting the decision to deregister.