SMX Announces Effective Date of Reverse Stock Split

Rhea-AI Summary

Security Matters (NASDAQ:SMX) announced a 4.8828125:1 reverse stock split effective trading on an adjusted basis February 17, 2026, reducing outstanding shares from ~10 million to ~2 million. New CUSIP is G8267K406 and new ISIN is IE000B5COQZ5.

Outstanding options, warrants (including SMXWW) and convertibles will be proportionately adjusted; no fractional shares issued—aggregated fractions may be sold and proceeds distributed. Shareholders of record with certificates will receive exchange instructions from Continental Stock Transfer & Trust Company.

Positive

• Reverse split ratio fixed at 4.8828125:1
• Outstanding shares reduced from ~10M to ~2M
• New CUSIP G8267K406 and ISIN IE000B5COQZ5

Negative

• Potential share price volatility around the Feb 17, 2026 effective date
• Shareholder fractional interests will be aggregated and sold, reducing direct holdings

Market Reaction

-14.41% $14.32

15m delay 28 alerts

-14.41% Since News

-11.1% Trough in 27 min

$14.32 Last Price

$13.01 $16.49 Day Range

-$21M Valuation Impact

$125M Market Cap

0.6x Rel. Volume

Following this news, SMX has declined 14.41%, reflecting a significant negative market reaction. Argus tracked a trough of -11.1% from its starting point during tracking. Our momentum scanner has triggered 28 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $14.32. This price movement has removed approximately $21M from the company's valuation.

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

Key Figures

Reverse split ratio: 4.8828125:1 Pre-split shares: approximately 10 million Post-split shares: approximately 2 million +5 more

8 metrics

Reverse split ratio 4.8828125:1 Board-approved consolidation ratio for ordinary shares

Pre-split shares approximately 10 million Outstanding ordinary shares before reverse split

Post-split shares approximately 2 million Outstanding ordinary shares after reverse split

Nominal value pre-split $0.00000000002502543568 per share Ordinary share nominal value before consolidation

Nominal value post-split $0.00000000012219451015625 per share Ordinary share nominal value after consolidation

Effective trading date February 17, 2026 Date shares begin trading on a reverse-split adjusted basis

Account adjustment date February 18, 2026 Book-entry and broker accounts reflect reverse split

Split divisor 4.8828125 shares Number of old shares combined into one new share

Market Reality Check

Price: $16.73 Vol: Volume 2,364,291 vs 20-da...

normal vol

$16.73 Last Close

Volume Volume 2,364,291 vs 20-day average 3,351,792 shares. normal

Technical Price 16.73 trading below 200-day MA at 985.

Peers on Argus

Pre-news, SMX was up 4.11% while key peers showed mixed moves: LICN -0.16%, PMAX...

Pre-news, SMX was up 4.11% while key peers showed mixed moves: LICN -0.16%, PMAX -6.46%, SFHG -2.46%, NISN +12.4%, SGRP -1.35%, indicating stock-specific dynamics rather than a coordinated sector move.

Previous Stock split Reports

5 past events · Latest: Nov 14 (Neutral)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 14	Reverse stock split	Neutral	-17.3%	Announced 8:1 reverse split effective Nov 18, 2025 with new CUSIP/ISIN.
Oct 21	Reverse stock split	Neutral	-32.8%	Set 10.89958:1 reverse split effective Oct 23, 2025, cutting shares to ~1M.
Aug 05	Reverse stock split	Neutral	-35.4%	Announced 7:1 reverse split on Aug 7, 2025, reducing shares from ~9M to 1M.
Jun 12	Reverse stock split	Neutral	-7.1%	Planned 4.1:1 reverse split effective Jun 16, 2025, cutting shares to ~1M.
Jan 13	Reverse stock split	Neutral	-35.2%	Implemented 28.5:1 reverse split effective Jan 15, 2025, reducing to ~1M shares.

Pattern Detected

Over the past year, SMX’s reverse stock split announcements (tagged “stock split”) were followed by consistently negative 24-hour moves, with an average reaction of -25.54% across 5 events.

Recent Company History

In 2025, SMX repeatedly used reverse stock splits to consolidate its share count. Announced ratios ranged from 4.1:1 to 28.5:1, typically reducing outstanding shares to about 1 million. Each action proportionally adjusted options, warrants, and other convertibles, with Continental Stock Transfer & Trust Company serving as exchange agent and fractional shares aggregated and sold. These events carried a negative average 24-hour price reaction of -25.54%, framing today’s newly announced reverse split within a clear pattern of similar corporate actions.

Historical Comparison

stock split

-25.5 %

Average Historical Move

Historical Analysis

Historically, SMX’s reverse stock split announcements (5 in 2025) saw an average 24-hour move of -25.54%, framing this latest split within a strongly negative reaction pattern.

Typical Pattern

Throughout 2025, SMX repeatedly executed reverse stock splits with varying ratios, each consolidating outstanding shares toward roughly 1 million and proportionally adjusting options and warrants.

Market Pulse Summary

The stock is dropping -14.4% following this news. A negative reaction despite the mechanical nature ...

Analysis

The stock is dropping -14.4% following this news. A negative reaction despite the mechanical nature of a reverse split would fit SMX’s history, where five prior stock-split announcements averaged a -25.54% 24-hour move. The pattern of repeated consolidations in 2025 and reduced share counts has previously coincided with pressure on the share price, so a sharp decline could be viewed within that established behavior rather than as an isolated event.

Key Terms

reverse stock split, cusip, isin, warrants, +4 more

8 terms

reverse stock split financial

"the reverse stock split of the Company's ordinary shares will begin trading"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

cusip regulatory

"The new CUSIP number of the Company's ordinary shares will be G8267K406"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

isin regulatory

"and the new ISIN code will be IE000B5COQZ5."

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

warrants financial

"Outstanding Company options, warrants and other applicable convertible securities"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

convertible securities financial

"warrants and other applicable convertible securities, including the Company's warrants"

Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.

fractional shares financial

"No fractional shares will be issued in connection with the reverse stock split."

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

book-entry financial

"Shareholders with shares held in book-entry form or through a bank, broker"

A book-entry is an electronic record that shows who legally owns a share, bond or other security instead of a paper certificate. Think of it like a bank ledger entry that tracks ownership and transfers; it makes buying, selling, dividend payments and ownership checks faster, cheaper and less risky for investors because nothing physical needs to be moved or stored.

exchange agent regulatory

"Continental Stock Transfer & Trust Company is acting as exchange agent"

An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

AI-generated analysis. Not financial advice.

NEW YORK, NY / ACCESS Newswire / February 12, 2026 / SMX (Security Matters) Public Limited Company (NASDAQ:SMX)(NASDAQ:SMXWW) (the "Company"), today announced that the reverse stock split of the Company's ordinary shares will begin trading on an adjusted basis giving effect to the reverse stock split on February 17, 2026 under the existing ticker symbol "SMX". The new CUSIP number of the Company's ordinary shares will be G8267K406 and the new ISIN code will be IE000B5COQZ5.

On May 2, 2025, the Company's Shareholders approved a proposal to amend the Company's constitution to allow the Company's Board of Director's to consolidate and/or divide all or any of the Company's classes of shares as the Board of Directors sees fit. As such, Shareholder approval was not required to effect the reverse stock split.

The Company's Board of Directors' fixed the split ratio at 4.8828125:1, every 4.8828125 ordinary shares of the Company with a nominal value of $0.00000000002502543568 per share will be automatically combined into one (1) ordinary share with a nominal value of $0.00000000012219451015625 per share. This will reduce the number of outstanding ordinary shares of the Company from approximately 10 million to approximately 2 million.

Outstanding Company options, warrants and other applicable convertible securities, including the Company's warrants listed on the Nasdaq Capital Market under the symbol SMXWW which will retain its existing CUSIP number, will be proportionately adjusted in accordance with their respective terms. No fractional shares will be issued in connection with the reverse stock split. Instead, the Company will aggregate the fractional entitlements of shareholders who otherwise would be entitled to receive fractional shares because they hold a number of ordinary shares not evenly divisible by 4.8828125 ordinary shares pursuant to the reverse stock split or they hold less than the number of ordinary shares which should be consolidated into one ordinary share pursuant to the reverse stock split and, to the extent possible, sell such aggregated fractional ordinary shares on the basis of prevailing market prices at such time.

Continental Stock Transfer & Trust Company is acting as exchange agent for the reverse stock split and will send instructions to any shareholders of record who hold stock certificates regarding the exchange of certificates. Shareholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after February 18, 2026. Such beneficial holders may contact their bank, broker, or nominee for more information. Continental Stock Transfer may be reached for questions at (212) 509-4000.

-Ends-

For further information contact:

SMX GENERAL ENQUIRIES
E: info@securitymattersltd.com

About SMX

As global businesses face new and complex challenges relating to carbon neutrality and meeting new governmental and regional regulations and standards, SMX is able to offer players along the value chain access to its marking, tracking, measuring and digital platform technology to transition more successfully to a low-carbon economy.

Forward-Looking Statements

The information in this press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "forecast," "intends," "may," "will," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release may include, for example, the Company's ability to regain compliance with applicable Nasdaq standards or comply with the continued listing standards of Nasdaq even if the Company regains compliance. These forward-looking statements are based on information available as of the date of this press release, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing views as of any subsequent date, and no obligation is undertaken to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: the ability to maintain the listing of the Company's shares on Nasdaq; changes in applicable laws or regulations; any lingering effects of the COVID-19 pandemic on SMX's business; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; the risk of downturns and the possibility of rapid change in the highly competitive industry in which SMX operates; the risk that SMX and its current and future collaborators are unable to successfully develop and commercialize SMX's products or services, or experience significant delays in doing so; the risk that the Company may never achieve or sustain profitability; the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; the risk that the Company experiences difficulties in managing its growth and expanding operations; the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations; the risk that SMX is unable to secure or protect its intellectual property; the possibility that SMX may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described in SMX's filings from time to time with the Securities and Exchange Commission.

SOURCE: SMX (Security Matters)

View the original press release on ACCESS Newswire

FAQ

What is the reverse stock split ratio for SMX and when is it effective?

The reverse split ratio is 4.8828125:1, effective with adjusted trading on February 17, 2026. According to the company, accounts should reflect the consolidation on or after February 18, 2026 for book‑entry holders.

How many SMX shares will be outstanding after the February 17, 2026 reverse split?

Outstanding shares will decline from approximately 10 million to ~2 million after the split. According to the company, this reflects the fixed 4.8828125:1 consolidation ratio approved by the board.

Will SMX option and warrant holders be affected by the reverse split?

Yes. Options, warrants and convertibles will be proportionately adjusted under their terms. According to the company, SMXWW warrants listed on Nasdaq will be adjusted and retain their existing CUSIP.

What happens to fractional SMX shares after the reverse stock split?

No fractional shares will be issued; fractions will be aggregated and sold with proceeds distributed. According to the company, aggregated fractional ordinary shares will be sold at prevailing market prices where possible.

How will shareholders exchange physical SMX certificates after the reverse split?

Record shareholders with certificates will receive exchange instructions from Continental Stock Transfer & Trust Company. According to the company, Continental is acting as exchange agent and can be contacted for certificate exchange guidance.