Argo Blockchain (ARBK) shifts control to Growler in debt-to-equity swap

Rhea-AI Filing Summary

Argo Blockchain plc has completed a court‑sanctioned restructuring that radically changes its balance sheet and ownership. Under the plan, the company issued 25,250,464,800 new ordinary shares to a depositary, which in turn delivered 11,690,030 restricted ADSs to Growler Mining in exchange for Growler releasing a $7.7M secured loan, contributing cryptocurrency mining and other assets valued at $23.8M, and providing a $3.5M cash subscription.

Growler now beneficially owns about 87.5% of Argo’s outstanding ordinary shares and has a board representative, marking an effective change of control. Noteholders of the 8.75% senior notes due 2026 received 1,335,980 ADSs, representing about 10% of the company’s equity, in a mandatory exchange, and the notes will be delisted from Nasdaq. The company’s ordinary shares have been delisted from the London Stock Exchange and moved to a matched bargain facility. After the restructuring, stockholders’ equity is stated to be substantially above $10M.

Positive

• Balance sheet strengthened: Debt under a $7.7M secured loan and the 8.75% senior notes due 2026 is exchanged into equity and assets, and the company states that stockholders’ equity is now substantially above $10M.
• New assets and cash: The company receives cryptocurrency mining and other assets valued at $23.8M plus a $3.5M cash subscription from Growler, potentially enhancing operational capacity and liquidity.

Negative

• Significant dilution and change of control: New share issuances result in Growler beneficially owning about 87.5% of outstanding ordinary shares, with prior shareholders correspondingly diluted.
• Reduced listing venues: Ordinary shares are delisted from the London Stock Exchange and moved to a matched bargain facility, and the 8.75% senior notes will be delisted from Nasdaq, which may reduce trading liquidity.

Insights

Restructuring and credit analyst

Debt is swapped for equity and assets, boosting equity above $10M.

The restructuring replaces financial debt and notes with equity ownership while adding operating assets and fresh cash. Growler releases a secured loan of $7.7M, contributes mining and other assets valued at $23.8M via a subsidiary transfer, and injects $3.5M of new cash. Noteholders exchange the 8.75% senior notes due 2026 for 1,335,980 ADSs, and those notes are set to be delisted.

These steps remove the notes and secured loan from the capital structure and increase stated stockholders’ equity to substantially above $10M. The company also gains a wholly owned U.S. subsidiary holding the contributed mining assets, which may affect its operating footprint. Actual financial outcomes will depend on how the contributed assets perform and how the company manages its post‑restructuring cost base.

Equity and governance analyst

Post‑restructuring, Growler controls ~87.5% and governance is reshaped.

The share issuances give Growler approximately 87.5% beneficial ownership through 11,690,030 restricted ADSs, along with a designated director on Argo’s board. Noteholders collectively receive around 10% of the ordinary shares via ADSs, reallocating equity from prior shareholders to creditors and Growler. The move significantly concentrates ownership and aligns control with the main financial backer of the restructuring.

Listing status also changes: Argo’s ordinary shares are delisted from the London Stock Exchange and moved to a matched bargain facility with JP Jenkins for six months, while the 8.75% senior notes will be delisted from Nasdaq. These changes may affect liquidity and trading dynamics for both equity and former noteholders, with future governance shaped by Growler’s majority position and board presence.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2025

Commission File Number: 001-40816

Argo Blockchain plc

(Translation of registrant’s name into English)

Eastcastle House

27/28 Eastcastle Street

London W1W 8DH

England

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Closing of Transactions Contemplated by Restructuring Plan

On December 11, 2025, a Restructuring Plan under Part 26A of the Companies Act 2006 (the “Restructuring Plan”) with respect to Argo Blockchain plc (the “Company”) became effective after being sanctioned by the High Court of Justice, Business and Property Courts of England and Wales. On December 15, 2025, the Restructuring Plan was implemented (the “Implementation Date”) and the transactions contemplated by the Restructuring Plan, described below, were consummated (the “Restructuring”).

Growler Transactions

As a result of the Restructuring, among other things, the Company issued 25,250,464,800 ordinary shares, nominal value £0.001 per share (the “Ordinary Shares”) to JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), against which the Depositary issued 11,690,030 restricted American Depositary Shares (“ADSs”), represented by American Depositary Receipts (“ADRs”), to Growler Mining, LLC n/k/a Growler Mining Tuscaloosa, LLC (“Growler”) in exchange for Growler’s contributions under the Restructuring Plan, which included (i) the release of all claims under the secured loan facility in the amount of $7.7 million previously provided by Growler to the Company, (ii) pursuant to the Exchange Agreement (as defined below), the transfer of certain cryptocurrency mining and other assets valued in the amount of $23.8 million to the Company via the transfer of Growler’s wholly owned subsidiary holding such assets, and (iii) pursuant to the Subscription Letter (as defined below), a cash contribution to the Company in the amount of $3.5 million to support the Company’s post-implementation operations. The restricted ADSs, represented by restricted ADRs, are subject to transfer limitations under U.S. securities laws and the terms of that certain Restricted Issuance Agreement, dated December 15, 2025, by and between the Company and the Depositary.

In connection with the Restructuring Plan, (i) the Ordinary Shares were delisted from the London Stock Exchange and are quoted on a matched bargain share dealing facility with JP Jenkins for a period of six months, and (ii) Ralfe Hickman, Growler’s director nominee, was elected to the Company’s board of directors. Following the Implementation Date, Growler beneficially owns approximately 87.5% of the Company’s outstanding Ordinary Shares through an aggregate of 11,690,030 restricted ADSs, represented by restricted ADRs. The individual issuances that compose this aggregate issuance are further detailed below.

Release of Claims under Secured Loan Facility

In connection with the implementation of the Restructuring Plan, on December 12, 2025, Growler released all claims under the secured loan facility in the amount of $7.7 million previously provided by Growler to the Company under the Restructuring Plan, and in exchange the Company issued 5,555,102,256 Ordinary Shares to the Depositary in favor of Growler against which the Depositary issued 2,571,807 restricted ADSs, represented by restricted ADRs, to Growler.

Exchange Agreement

In connection with the implementation of the Restructuring Plan, on December 12, 2025, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Growler and its wholly owned subsidiary, Growler USCo, Inc. (“USCo”), which holds certain cryptocurrency mining and other assets valued at $23.8 million. Pursuant to the Exchange Agreement, Growler agreed to transfer all issued and outstanding shares of common stock of USCo to the Company, resulting in USCo becoming a wholly owned subsidiary of the Company. In exchange, the Company issued 17,170,316,064 Ordinary Shares to the Depositary in favor of Growler against which the Depositary issued 7,949,220 restricted ADSs, represented by restricted ADRs, to Growler.

Subscription Agreement

In connection with the implementation of the Restructuring Plan, on December 12, 2025, the Company entered into a Subscription Letter (the “Subscription Letter”) with Growler. Pursuant to the Subscription Letter, Growler paid a subscription price of $3.5 million to the Company in exchange for its issuance of 2,525,046,480 Ordinary Shares to the Depositary in favor of Growler, against which the Depositary issued 1,169,003 restricted ADSs, represented by restricted ADRs, to Growler.

Noteholder Exchange

As a result of the Restructuring, the Company issued 2,885,766,520 Ordinary Shares to the Depositary, against which the Depositary issued 1,335,980 ADSs, represented by ADRs, for allocation among the Company’s noteholders (the “Noteholders”) upon the redemption and mandatory exchange of the Company’s 8.75% senior notes due 2026 (the “Notes”). The ADSs, represented by ADRs, are subject to the terms of that certain Amended and Restated Deposit Agreement, dated December 12, 2025, by and between the Company and the Depositary (the “Deposit Agreement”).

Following the Implementation Date, the Noteholders own approximately 10% of the Company’s outstanding Ordinary Shares through ADSs, represented by ADRs. In connection with the Restructuring Plan, the Notes will be delisted from the Nasdaq Stock Market LLC.

Stockholders’ Equity

As of the date hereof, and after giving effect to the Restructuring, the Company’s stockholders’ equity is substantially above $10 million.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Exchange Agreement, dated as of December 12, 2025, by and between the Company, Growler, and USCo.
10.2		Subscription Letter, dated as of December 12, 2025, by and between the Company and Growler.
10.3		Deposit Agreement, dated as of December 12, 2025, by and between the Company, the Depositary and the other parties thereto.
99.1		Restructuring Plan, effective as of December 11, 2025, by and between the Company, Growler, the Noteholders, and the Shareholders (as defined therein) (attached as a Schedule to the Order of the High Court of Justice, Business and Property Courts of England & Wales, Insolvency and Companies List (Ch D), before the Honourable Mr. Justice Hildyard on 8 and 10 December, in the Matter of Argo Blockchain plc and in the Matter of the Companies Act 2006).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ARGO BLOCKCHAIN PLC
Date: December 18, 2025
	By:	/s/ Justin Nolan
	Name:	Justin Nolan
	Title:	Chief Executive Officer

FAQ

What restructuring did Argo Blockchain plc (ARBK) complete?

Argo Blockchain plc completed a court‑sanctioned Restructuring Plan under Part 26A of the Companies Act 2006. It involved issuing 25,250,464,800 new ordinary shares mainly to Growler and noteholders, extinguishing a $7.7M secured loan and exchanging its 8.75% senior notes due 2026 into equity.

How much of Argo Blockchain (ARBK) does Growler Mining now own?

Following the implementation of the Restructuring Plan, Growler beneficially owns approximately 87.5% of Argo Blockchain’s outstanding ordinary shares through 11,690,030 restricted ADSs, and its nominee Ralfe Hickman has been elected to Argo’s board.

What did Argo Blockchain receive from Growler in the restructuring?

Growler released claims under a $7.7M secured loan, transferred a wholly owned subsidiary holding cryptocurrency mining and other assets valued at $23.8M, and paid a $3.5M cash subscription. In return, Argo issued Ordinary Shares that were converted into 11,690,030 restricted ADSs for Growler.

What happened to Argo Blockchain’s 8.75% senior notes due 2026?

The 8.75% senior notes due 2026 were redeemed and mandatorily exchanged into 1,335,980 ADSs allocated among noteholders, representing about 10% of Argo’s outstanding ordinary shares. In connection with the restructuring, these notes will be delisted from the Nasdaq Stock Market LLC.

How did the restructuring affect Argo Blockchain’s stockholders’ equity?

After giving effect to the Restructuring Plan, Argo Blockchain states that its stockholders’ equity is substantially above $10M, reflecting the debt exchanges, asset transfers, and cash contribution from Growler.

What changes occurred to Argo Blockchain’s share listings?

In connection with the Restructuring Plan, Argo’s ordinary shares were delisted from the London Stock Exchange and are now quoted on a matched bargain share dealing facility with JP Jenkins for six months, while the 8.75% senior notes will be delisted from Nasdaq.