Presurance (Nasdaq: PRHI) plans 1-for-7 reverse stock split effective June 1
Rhea-AI Filing Summary
Presurance Holdings, Inc. is implementing a 1-for-7 reverse stock split of its common stock to help maintain compliance with Nasdaq listing requirements. The split becomes effective at 5:00 p.m. Eastern Time on June 1, 2026, with trading on a split-adjusted basis starting June 2, 2026.
Every 7 issued and outstanding shares of common stock will be combined into 1 share, with no change to the par value or the 100 million authorized shares. The number of outstanding shares will decrease from approximately 26.2 million to approximately 3.7 million, and fractional shares will be rounded down with cash paid for the fraction based on the closing Nasdaq price before effectiveness.
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Insights
Reverse split consolidates shares without changing overall equity value.
Presurance Holdings is executing a 1-for-7 reverse stock split, reducing outstanding common shares from about 26.2 million to about 3.7 million while keeping 100 million shares authorized. Economically, each investor’s proportional ownership remains the same after the share consolidation.
The company states the split is intended to help comply with Nasdaq Capital Market continued listing requirements. All outstanding options, restricted stock units and warrants are adjusted proportionately, and exercise or conversion prices increase in line with the 1-for-7 ratio, preserving the instruments’ economic terms.
Holders will receive cash in lieu of fractional shares, calculated using the closing price on Nasdaq on the last trading day before effectiveness on a split-adjusted basis. The common stock continues trading under the symbol PRHI, with a new CUSIP to reflect the post-split structure.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
Nasdaq Capital Market financial
Regulation FD regulatory
Form S-8 regulatory
Rule 416(b) regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Report”) is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, on June 3, 2025, at the 2025 Annual Meeting of Stockholders of Presurance Holdings, Inc. (the “Company”), the stockholders approved a proposal to amend the Company’s Second Amended and Restated Articles of Incorporation (“Articles of Incorporation”), to effect a reverse split of the Company’s outstanding common stock, no par value (“Common Stock”), at a ratio in the range of 1-for-2 to 1-for-12, to be determined at the discretion of the Company’s Board of Directors (the “Board”), whereby each outstanding 2 to 12 shares would be combined, converted and changed into one share of Common Stock, to enable the Company to comply with The Nasdaq Capital Market’s (“Nasdaq”) continued listing requirements.
On May 11, 2026, the Board approved a 1-for-7 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split”), effective June 1, 2026. On May 28, 2026, the Company filed with the Secretary of State of the State of Michigan (the “Michigan Secretary of State”) a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on June 1, 2026 (the “Effective Time”), and the Common Stock is expected to begin trading on a split-adjusted basis when Nasdaq opens on June 2, 2026.
When the Reverse Stock Split becomes effective, every 7 shares of the Company’s issued and outstanding Common Stock will automatically be combined, converted and changed into one share of Common Stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of Common Stock, as applicable. Any fractional share of Common Stock that would be created as a result of the Reverse Stock Split will be rounded down to the next whole share and the stockholder will receive cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Common Stock as reported on Nasdaq on the last trading day before the Reverse Stock Split becomes effective (on a split-adjusted basis). The number of authorized shares of the Company's Common Stock will remain at 100 million, while the number of outstanding shares of Common Stock will be reduced from approximately 26.2 million to approximately 3.7 million.
The Common Stock will continue to trade on Nasdaq under the symbol “PRHI.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 20731J 409.
Equiniti Trust Company, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Stock Split.
For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) and mailed to the Company’s stockholders on or about May 9, 2025, the relevant portions of which are incorporated herein by reference. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 28, 2026, the Company issued a press release announcing that it had filed the Certificate of Amendment with the Michigan Secretary of State and other matters related to the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.
Information contained on or accessible through any website reference in the press release is not part of, or incorporated by reference in, this Report, and the inclusion of such website addresses in this Report by incorporation by reference of the press release is as inactive textual references only.
The information in Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. The Company’s submission of this Report shall not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Exhibit 99.1 attached hereto contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other reports of the Company filed with the SEC, including that actual events or results may differ materially from those in the forward-looking statements.
Item 8.01. Other Events
The Company has a registration statement on Form S-8 (File No. 333-206355) on file with the SEC. SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Report is therefore intended to be automatically incorporated by reference into the active registration statement listed above, thereby amending it. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statement of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.
Item 9.01. Financial Statements and Exhibits.
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Certificate of Amendment (Reverse Stock Split) to the Second Amended and Restated Articles of Incorporation of the Registrant. |
99.1 |
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Press Release dated May 28, 2026. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
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Presurance Holdings, Inc. |
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Date: May 28, 2026 |
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By: |
/s/ BRIAN J. RONEY |
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Brian J. Roney |
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Chief Executive Officer |
Exhibit 99.1
News Release
For Further Information:
Jessica Gulis, 248.509.9202
ir@prehld.com
Presurance Holdings, Inc. Announces 1-for-7 Reverse Stock Split
Troy, MI, May 28, 2026 – Presurance Holdings, Inc. (Nasdaq: PRHI) (“Presurance” or the “Company”) today announced a 1-for-7 reverse stock split of its common stock, effective at 5:00 p.m. Eastern Time on June 1, 2026. Beginning on June 2, 2026, the common stock will trade on The Nasdaq Capital Market ("Nasdaq") on a split adjusted basis.
At the Company's annual meeting of stockholders on June 3, 2025, the stockholders approved a proposal to amend the Company's Second Amended and Restated Articles of Incorporation, to effect a reverse split of the Company's outstanding common stock at a ratio in the range of 1-for-2 to 1-for-12 to be determined at the discretion of the Company's Board of Directors, whereby each outstanding 2 to 12 shares would be combined, converted and changed into one share of common stock, to enable the Company to comply with the Nasdaq's continued listing requirements. Subsequently, the Company's Board of Directors approved the reverse split at a ratio of 1-for-7. As a result of the reverse stock split, every 7 shares of the Company's common stock issued and outstanding will be automatically converted into one share of common stock, with no change in the par value per share or authorized number of shares of common stock.
Upon effectiveness, the reverse stock split will cause a reduction in the number of shares of common stock outstanding and issuable upon the conversion of the Company's outstanding restricted stock units, stock options and warrants in proportion to the ratio of the reverse split, and will cause a proportionate increase in the conversion and exercise prices of such stock options and warrants. Any fraction of a share of common stock that would be created as a result of the reverse stock split will be rounded down to the next whole share and the stockholder will receive cash equal to the market value of the fractional share, determined by multiplying such fraction by the closing sales price of the Company's common stock as reported on Nasdaq on the last trading day before the reverse stock split becomes effective (on a split-adjusted basis).
The Company's common stock will continue to trade on Nasdaq under the symbol "PRHI." The new CUSIP number for the common stock following the reverse split is 20731J 409.
Exhibit 99.1
The number of authorized shares of the Company's common stock will remain at 100 million, while the number of outstanding shares will be reduced from approximately 26.2 million to approximately 3.7 million.
Additional information about the reverse stock split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 9, 2025, a copy of which is also available on the Company's website under the Investors & News page.
About Presurance Holdings
Presurance Holdings, Inc. is a Michigan-based property and casualty holding company. Through its subsidiaries, the Company provides specialty insurance coverage with a focus on disciplined growth and long-term value creation. The Company trades on the Nasdaq Capital Market under the symbol PRHI. Additional information can be found on the Company’s website at ir.PREHLD.com.
Forward-Looking Statements
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include the Company’s expectations regarding premiums, earnings, its capital position, expansion, and growth strategies. The forward-looking statements contained in this press release are based on management’s good-faith belief and reasonable judgment based on current information. The forward-looking statements are qualified by important factors, risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in the forward-looking statements, including those described in our Annual Report on Form 10-K (“Item 1A Risk Factors”) filed with the SEC on March 27, 2026, and subsequent reports filed with or furnished to the SEC. Any forward-looking statement made by us in this press release speaks only as of the date hereof or as of the date specified herein. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable laws or regulations.