Fractyl Health holders allow 1-for-5 to 1-for-15 split

Fractyl Health, Inc. (GUTS) reports that stockholders approved alternate amendments authorizing the board, at its option, to effect a reverse stock split at a ratio from 1-for-5 to 1-for-15, inclusive.

Rhea-AI Filing Summary

Fractyl Health, Inc. (GUTS) reports that stockholders approved alternate amendments authorizing the board, at its option, to effect a reverse stock split at a ratio from 1-for-5 to 1-for-15, inclusive. The board has sole discretion to determine the ratio. At the September 24, 2026 special meeting, 102,476,581 votes were for the proposal, 9,319,450 were against and 191,821 were abstentions.

Of 159,179,848 common shares outstanding as of August 21, 2026, 111,987,852 shares were represented at the meeting, approximately 70.35% in voting power of the common stock outstanding and entitled to vote.

Filing Explained

Stockholders approved giving the board the option to choose a 1-for-5 to 1-for-15 reverse split, but this filing reports authorization rather than an executed split; if used, it would proportionally reduce shares and raise the per-share price, without changing company value by the split itself.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Approved reverse stock split ratio range: 1-for-5 to 1-for-15 Votes for: 102,476,581 votes Votes against: 9,319,450 votes +4 more

7 metrics

Approved reverse stock split ratio range 1-for-5 to 1-for-15 Ratio to be determined by the board in its sole discretion

Votes for 102,476,581 votes Special meeting proposal

Votes against 9,319,450 votes Special meeting proposal

Abstentions 191,821 votes Special meeting proposal

Common shares outstanding 159,179,848 shares As of the August 21, 2026 record date

Shares represented 111,987,852 shares At the September 24, 2026 special meeting

Voting power represented Approximately 70.35% Common stock outstanding and entitled to vote

Key Terms

reverse stock split, record date, voting power

3 terms

reverse stock split financial

"effect a reverse stock split of the Company’s common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

record date regulatory

"outstanding as of the record date of August 21, 2026"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

voting power regulatory

"representing approximately 70.35% in voting power"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Did GUTS shareholders approve a reverse stock split?

Yes. Fractyl Health stockholders approved alternate amendments authorizing the board, at its option, to effect a reverse stock split at a ratio from 1-for-5 to 1-for-15, inclusive.

How many GUTS shares were represented at the special meeting?

111,987,852 shares were represented at Fractyl Health’s September 24, 2026 special meeting, approximately 70.35% in voting power of the common stock outstanding and entitled to vote.

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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2026

Fractyl Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41942	27-3553477
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Van de Graaff Drive Suite 200
Burlington, Massachusetts				01803
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 902-8800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value per share		GUTS		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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 5.07 Submission of Matters to a Vote of Security Holders.

On September 24, 2026, Fractyl Health, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). Of the 159,179,848, shares of the Company’s common stock outstanding as of the record date of August 21, 2026, 111,987,852 shares were represented at the Special Meeting, either by proxy or by attending the Special Meeting, representing approximately 70.35% in voting power of the Company’s common stock outstanding and entitled to vote at the Special Meeting. Set forth below are the results of the matter submitted for a vote of stockholders at the Special Meeting.

Proposal No. 1: Approval of a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect, at the option of the Company’s Board of Directors, a reverse stock split of the Company’s common stock at a ratio in the range of 1-for-5 to 1-for-15, inclusive (the “Reverse Stock Split”), with such ratio to be determined by the Company’s Board of Directors in its sole discretion. The votes were cast as follows:

Votes For	Votes Against	Abstentions
102,476,581	9,319,450	191,821

Based on the foregoing votes the Reverse Stock Split was approved by the Company’s stockholders.

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.

			Fractyl Health, Inc.
Date:	September 24, 2026	By:	/s/ Harith Rajagopalan
			Harith Rajagopalan M.D., Ph.D. Co-Founder, Chief Executive Officer and Director (Principal Executive Officer)

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1 document

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