Reverse split at Leslie’s (Nasdaq: LESL) consolidates shares 20-to-1

Rhea-AI Filing Summary

Leslie’s, Inc. is carrying out a major change to its capital structure through a 1-for-20 reverse stock split of its common stock, approved by shareholders at a special meeting. The Board later set the final ratio, so every twenty shares outstanding will be combined into one share after the close of trading on September 25, 2025.

At the effective time, the total number of issued and outstanding common shares will be reduced to 9,289,790, and authorized common shares will be reduced to 50,000,000, while par value per share stays the same. Fractional shares will not be issued; instead, they will be aggregated and sold, with shareholders receiving cash for their pro rata portion of the sale proceeds.

Equity awards under the 2020 Omnibus Incentive Plan, including stock options, restricted stock units, and performance units, will be adjusted proportionately for share counts, exercise or purchase prices, and any stock price-based performance metrics. Leslie’s common stock will keep trading under the ticker “LESL” and is expected to begin trading on a split-adjusted basis on the Nasdaq Global Select Market at the open on September 26, 2025, under a new CUSIP number.

Insights

Equity structure and corporate actions analyst

Leslie’s is consolidating its share count via a 1-for-20 reverse split with proportional adjustments to equity awards.

The company’s shareholders approved amendments to its charter that permit a reverse stock split and a proportional reduction in authorized shares. The Board then chose a 1-for-20 ratio, so every twenty existing common shares will be combined into one share after the close of trading on September 25, 2025. This reduces issued and outstanding common shares to 9,289,790 and authorized common shares to 50,000,000, while keeping the par value unchanged.

No fractional shares will exist after the split. Instead, the transfer agent will aggregate fractional entitlements, sell those shares on the open market, and distribute each affected shareholder’s pro rata portion of the cash proceeds. The 2020 Omnibus Incentive Plan will see proportional changes to the number of shares underlying stock options, restricted stock units, performance units, the related exercise or purchase prices, and any stock price-based performance metrics, keeping award value alignment with the new share structure.

Trading in Leslie’s common stock will continue on the Nasdaq Global Select Market under ticker LESL, but on a split-adjusted basis starting at the open on September 26, 2025, with a new CUSIP. Subsequent company filings may provide more detail on how the adjusted share count and equity awards interact with future capital-raising or compensation decisions.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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 10, 2025

LESLIE’S, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39667	20-8397425
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2005 East Indian School Road
Phoenix, Arizona				85016
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (602) 366-3999

(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, par value $0.001 per share		LESL		The Nasdaq Global Select 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 10, 2025, Leslie’s Inc. (the “Company”) held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, shareholders approved a series of amendments to the Company’s Seventh Amended and Restated Certificate of Incorporation to (a) effect a reverse stock split of the Company’s common stock at a ratio of 1-for-10, 1-for-15, 1-for-20, 1-for-25, or 1-for-30 (each, a “Reverse Stock Split”), with such ratio and the timing of the Reverse Stock Split to be determined by the Board of Directors (the “Board”) in its sole discretion, and (b) proportionately decrease the number of authorized shares of the Company’s common stock (together, the “Reverse Stock Split Amendments”).

Set forth below are the votes cast for or against, as well as the number of abstentions and broker non-votes with respect to this matter:

	For		Against	Abstain		Broker Non-Votes
	129,058,235		4,705,326	12,651		0

For more information about the foregoing matter, see the Company’s definitive proxy statement filed July 28, 2025.

Item 8.01 Other Events.

As described under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, shareholders approved the Reverse Stock Split Amendments. Following this approval, on September 15, 2025, the Board approved the Reverse Stock Split at a final ratio of 1-for-20 and a proportionate decrease in the number of authorized shares of common stock.

To effect the Reverse Stock Split Amendments, the Company intends to file a certificate of amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware after the close of trading on September 25, 2025 (the “Effective Time”). As of the Effective Time, each twenty shares of the Company’s common stock outstanding immediately prior to the Effective Time will be combined and reclassified, automatically and without any action on the part of the Company or its shareholders, into one share of common stock, reducing the total number of issued and outstanding shares of the Company’s common stock to 9,289,790, and the number of authorized shares of the Company’s common stock will be correspondingly reduced to 50,000,000. The par value per share of the Company’s common stock will remain unchanged.

No fractional shares of common stock will be issued as a result of the Reverse Stock Split. As soon as practicable after the Effective Time, the Company’s transfer agent will aggregate all fractional shares of common stock that would otherwise have been issuable as a result of the Reverse Stock Split and sell them at the then-prevailing prices on the open market on behalf of those shareholders who would otherwise be entitled to receive such fractional shares. After the completion of such sale, shareholders who otherwise would be entitled to receive fractional shares will instead receive their respective pro rata share of the total proceeds of such sale.

In addition, effective as of the Effective Time and as a result of the Reverse Stock Split, proportionate adjustments will be made in accordance with the terms of the Company’s 2020 Omnibus Incentive Plan (the “Incentive Plan”), with respect to the number of shares of common stock issuable under outstanding stock options, restricted stock units and performance units, and any other equity-based awards, the per-share exercise or purchase price and any applicable stock price-based performance metrics (if any) with respect to such awards, and the number of shares of common stock reserved for future issuance under the Incentive Plan.

The Company’s common stock will continue to be traded under the ticker symbol “LESL” and is expected to commence trading on a split-adjusted basis on the Nasdaq Global Select Market at the open of trading on September 26, 2025 under a new CUSIP number, 527064 208.

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.

			Leslie's, Inc.
Date:	September 15, 2025	By:	/s/ Benjamin Lindquist
			Benjamin Lindquist Senior Vice President, General Counsel & Corporate Secretary

FAQ

What did Leslie’s Inc. (LESL) shareholders approve at the special meeting?

Shareholders approved a series of amendments to Leslie’s Seventh Amended and Restated Certificate of Incorporation to allow a reverse stock split of common stock at specified ratios and a proportional decrease in authorized common shares. These amendments are referred to as the Reverse Stock Split Amendments.

What reverse stock split ratio did Leslie’s (LESL) ultimately adopt?

After shareholder approval of a range of possible ratios, the Board of Directors approved a final reverse stock split ratio of 1-for-20, meaning each twenty shares of common stock will be combined into one share.

How will the Leslie’s (LESL) reverse stock split affect shares outstanding and authorized?

As of the effective time after the close of trading on September 25, 2025, every twenty existing shares will become one share, reducing the total number of issued and outstanding common shares to 9,289,790. The number of authorized common shares will be correspondingly reduced to 50,000,000, while the par value per share remains the same.

How will Leslie’s (LESL) handle fractional shares created by the 1-for-20 reverse split?

No fractional shares will be issued. The transfer agent will aggregate all fractional shares that would otherwise result from the reverse stock split, sell them at prevailing market prices, and distribute to affected shareholders their respective pro rata share of the total cash proceeds.

What happens to Leslie’s (LESL) stock options and equity awards after the reverse split?

Effective at the same time as the reverse stock split, Leslie’s will make proportionate adjustments under its 2020 Omnibus Incentive Plan. This includes adjusting the number of shares underlying stock options, restricted stock units, and performance units, as well as the per-share exercise or purchase prices and any stock price-based performance metrics.

When will Leslie’s (LESL) start trading on a split-adjusted basis and under what ticker?

Leslie’s common stock will continue to trade under the ticker symbol “LESL” and is expected to commence trading on a split-adjusted basis on the Nasdaq Global Select Market at the open of trading on September 26, 2025, under a new CUSIP number.