How will NextPlat’s share count change after the reverse split?

The number of common shares outstanding will be reduced from approximately 26.9 million to approximately 2.7 million. Authorized common shares will stay at 50 million, so the change only affects issued and outstanding shares, not the maximum authorized amount.

Did NextPlat restate earnings per share for prior years after the reverse split?

Yes. For 2025, basic and diluted weighted average shares decreased from 26,535 thousand to 2,653 thousand, changing basic loss per share from $(0.44) to $(4.41). For 2024, weighted average shares dropped from 20,614 thousand to 2,061 thousand, with basic loss per share moving from $(0.65) to $(6.51).

NextPlat (NXPL) consolidates shares in 1-for-10 reverse stock split

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NextPlat Corp is implementing a 1-for-10 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on April 13, 2026. Every 10 existing shares will be combined into 1 share, with par value staying at $0.0001.

The reverse split will reduce outstanding common shares from approximately 26.9 million to approximately 2.7 million, while authorized shares remain at 50 million. Stock options, warrants and equity plan reserves will be adjusted proportionately, increasing exercise prices and reducing underlying share amounts. No fractional shares will be issued; instead, holders will receive cash based on the Nasdaq closing price on the effective date.

NextPlat’s stock is expected to begin trading on a split-adjusted basis on April 13, 2026 under the symbol “NXPL” with a new CUSIP number. Historical per-share figures, including net loss per share, have been recast to reflect the new share count for 2025 and 2024.

Insights

NextPlat consolidates shares 1-for-10, cutting outstanding count to about 2.7M.

NextPlat Corp approved a 1-for-10 reverse stock split, reducing common shares outstanding from roughly 26.9 million to 2.7 million while keeping 50 million authorized shares. This is a structural change to the share base rather than an operating move.

All stock options and warrants will be adjusted so that the number of underlying shares falls in line with the new share count, and exercise prices rise proportionately. Equity plan reserves will also shrink, preserving the same economic exposure for holders despite fewer shares.

The company restated per‑share metrics for the years ended December 31, 2025 and 2024. For 2025, basic and diluted net loss per share changed from $(0.44) pre‑split to $(4.41) post‑split, reflecting the lower share count, not a change in total loss of $(11,712). Subsequent filings can clarify how the new structure interacts with Nasdaq listing requirements and future capital plans.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

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

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reverse stock split ratio: 1-for-10 Shares outstanding pre-split: 26.9 million shares Shares outstanding post-split: 2.7 million shares +5 more

8 metrics

Reverse stock split ratio 1-for-10 Reverse stock split effective April 13, 2026

Shares outstanding pre-split 26.9 million shares Common stock outstanding before reverse split

Shares outstanding post-split 2.7 million shares Common stock outstanding after reverse split

Authorized common shares 50 million shares Authorized common stock remains unchanged

2025 net loss $11,712 (thousands) Net loss attributable to common stockholders, year ended Dec. 31, 2025

2025 basic loss per share pre-split $(0.44) Basic weighted average loss per common share, 2025 pre-split

2025 basic loss per share post-split $(4.41) Basic weighted average loss per common share, 2025 post-split

Effective time 12:01 a.m. ET, April 13, 2026 Reverse stock split effectiveness

Key Terms

reverse stock split, weighted average common shares outstanding, diluted weighted average loss per common share, equity compensation plan, +1 more

5 terms

reverse stock split financial

"filed an amended and restated certificate of incorporation to effectuate a reverse stock split at a ratio of 1-to-10"

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.

weighted average common shares outstanding financial

"Basic weighted average common shares outstanding 26,535 ... 20,614 ... 2,653 ... 2,061"

Weighted average common shares outstanding is the average number of a company’s common stock shares that were available during a reporting period, adjusted for share issuances, buybacks, splits or conversions that happened at different times. Investors use it to fairly calculate per‑share figures like earnings per share, because it’s like averaging how many cars were on a road over time rather than counting only a snapshot—giving a truer picture of value per share.

equity compensation plan financial

"the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately"

A plan by which a company gives employees, directors or contractors ownership or the right to buy ownership in the company through stock, options or similar awards — think of promising slices of the company pie as part of someone's pay. It matters to investors because these awards can change the number of shares outstanding, affect reported profits and influence management’s decisions; large or generous plans can dilute existing holders and alter incentives over time.

CUSIP number financial

"The Company’s post-Reverse Stock Split common stock has a new CUSIP number (CUSIP No. 68557F308)"

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

Understanding 8-K Material Events →

04/06/2026 - 12:31 PM

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): April 2, 2026

NEXTPLAT CORP

(Exact Name of Registrant as Specified in its Charter)

Nevada		001-40447		65-0783722
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File No.)		(I.R.S. Employer Identification No.)

400 Ansin Blvd., Suite A

Hallandale Beach, FL 33009

(Address of principal executive offices and zip code)

(305) 560-5381

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from 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 (see General Instruction A.2. below):

☐	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-14(c)).

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. ☐

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 $0.0001	NXPL	The Nasdaq Stock Market, Inc.
Warrants	NXPLW	The Nasdaq Stock Market, Inc.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 2, 2026, NextPlat Corp (the “Company”) filed an amended and restated certificate of incorporation (the “Amendment”) to effectuate a reverse stock split at a ratio of 1-to-10 (the “Reverse Stock Split”), as approved by the Company’s Board of Directors. The Amendment was filed with the Secretary of State of the State of Nevada and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 12:01am Eastern Time on April 13, 2026 (the “Effective Time”). The Amendment provides that, at the Effective Time, every 10 shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any changes in par value per share, which will remain $0.0001.

As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 26.9 million shares to approximately 2.7 million shares, and the number of authorized shares of common stock will remain at 50 million shares. In addition, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options and warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and warrants, and a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the Reverse Stock Split, and instead, the Company will pay cash (without interest) equal to such fraction multiplied by the closing price of our common stock on Nasdaq on the date of effectiveness of the Reverse Stock Split. The share amounts set forth in the above paragraph do not take into account any shares which may be paid for in connection with the foregoing treatment of fractional shares.

The Company’s common stock is expected to begin trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on April 13, 2026. The trading symbol for the common stock will remain “NXPL.” The Company’s post-Reverse Stock Split common stock has a new CUSIP number (CUSIP No. 68557F308), but the par value and other terms of the common stock are not affected by the Reverse Stock Split.

The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On April 2, 2026, the Company issued a press release to announce the effective date for the Reverse Stock Split. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

The table below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended December 31, 2025 and 2024 (in thousands except per share amounts).

	PRE SPLIT (1)						POST SPLIT
	Years Ended December 31,						Years Ended December 31,
	2025			2024			2025			2024
Net loss attributable to common stockholders	$	(11,712	)	$	(13,426	)	$	(11,712	)	$	(13,426	)

Basic weighted average common shares outstanding		26,535			20,614			2,653			2,061
Potentially dilutive common shares		—			—			—			—
Diluted weighted average common shares outstanding		26,535			20,614			2,653			2,061

Basic weighted average loss per common share	$	(0.44	)	$	(0.65	)	$	(4.41	)	$	(6.51	)
Diluted weighted average loss per common share	$	(0.44	)	$	(0.65	)	$	(4.41	)	$	(6.51	)

(1) The pre-split amounts represent the amounts reported in the Company’s Form 10-K filed on March 31, 2026.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

Exhibit No.		Description
3.1		Amendment to Amended and Restated Certificate of Incorporation of NextPlat Corp.
99.1		Press Release dated April 2, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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.

	NEXTPLAT CORP

	By:	/s/ David Phipps
	Name:	David Phipps
	Title:	Chief Executive Officer and President

Dated: April 6, 2026

Exhibit 99.1

NextPlat Announces 1-for-10 Reverse Stock Split to Be Effective Prior to Market Open on April 13, 2026

HALLANDALE BEACH, FL – April 2, 2026 – NextPlat Corp (NASDAQ: NXPL, NXPLW) (“NextPlat” or the “Company”), a global consumer products and services company providing healthcare and technology solutions through e-commerce and retail channels worldwide, today announced that it ﬁled an amendment to its amended and restated certiﬁcate of incorporation with the Secretary of State of the State of Nevada to eﬀect a one-for-ten (1:10) reverse stock split of its common stock. Following required notifications and receipt of approvals, the reverse stock split will now take eﬀect at 12:01 am (Eastern Time) on April 13, 2026, and the Company’s common stock will open for trading on The Nasdaq Global Market on April 13, 2026 on a post-split basis, under the existing ticker symbol “NXPL” but with a new CUSIP number 68557F 308.

As a result of the reverse stock split, every ten (10) shares of the Company’s common stock issued and outstanding prior to the opening of trading on April 13, 2026, will be consolidated into one issued and outstanding share, with no change in the nominal par value per share of $0.0001. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder of record would become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, each stockholder of record will be entitled to receive a cash payment in lieu of a fractional share.

As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced from approximately 26.9 million shares to approximately 2.7 million shares, and the number of authorized shares of common stock will remain at 50 million shares.

About NextPlat Corp

NextPlat is a global consumer products and services company providing healthcare and technology solutions through e-Commerce and retail channels worldwide. Through acquisitions, joint ventures and collaborations, the Company seeks to assist businesses in selling their goods online, domestically, and internationally, allowing customers and partners to optimize their e-Commerce presence and revenue. NextPlat currently operates an e-Commerce communications division offering voice, data, tracking, and IoT products and services worldwide as well as pharmacy and healthcare data management services in the United States through its subsidiary, Progressive Care.

Forward-Looking Statements

Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of the Company’s business and any of its products, services or solutions. The words “believe,” “forecast,” “project,” “intend,” “expect,” “plan,” “should,” “would,” and similar expressions and all statements, which are not historical facts, are intended to identify forward-looking statements. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors, including the Company’s ability to launch additional e-commerce capabilities for consumer and healthcare products and its ability to grow and expand as intended, any of which could cause the Company to not achieve some or all of its goals or the Company’s previously reported actual results, performance (finance or operating), including those expressed or implied by such forward-looking statements. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained from the SEC’s website at www.sec.gov. The Company assumes no, and hereby disclaims any, obligation to update the forward-looking statements contained in this press release.

Media and Investor Contact for NextPlat Corp:

Michael Glickman

MWGCO, Inc.

917-397-2272

mike@mwgco.net

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did NextPlat (NXPL) approve?

NextPlat approved a 1-for-10 reverse stock split of its common stock. Every 10 existing shares will be combined into one share, with no change to the $0.0001 par value or the 50 million authorized shares of common stock.

When will the NextPlat (NXPL) reverse stock split take effect?

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on April 13, 2026. NextPlat’s common stock is expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market at the market open on April 13, 2026.

What happens to NextPlat (NXPL) options, warrants and equity plans after the split?

All outstanding stock options and warrants will be adjusted proportionately. Fewer shares will be issuable upon exercise or vesting, while exercise prices will increase proportionally. The number of shares reserved under NextPlat’s equity compensation plan will also be reduced to match the new share structure.

How will NextPlat handle fractional shares from the reverse split?

NextPlat will not issue fractional shares resulting from the reverse split. Instead, each stockholder entitled to a fractional share will receive a cash payment, without interest, based on the closing price of the common stock on Nasdaq on the effective date.

Filing Exhibits & Attachments

6 documents

Press Releases

EX-99.1 EXHIBIT 99.1 7.2 KB

NextPlat (NXPL) consolidates shares in 1-for-10 reverse stock split

Rhea-AI Filing Summary

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