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  4. [8-K] Purple Innovation, Inc. Reports Material Event

Purple Innovation (NASDAQ: PRPL) enacts 1-for-25 reverse stock split effective July 20

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Purple Innovation, Inc. is implementing a 1-for-25 reverse stock split of its Class A and Class B common stock. A Certificate of Amendment was filed in Delaware and becomes effective at 11:59 pm Eastern Time on July 19, 2026, with split-adjusted trading on the Nasdaq Global Select Market beginning July 20, 2026.

Every 25 issued and outstanding shares will be automatically combined into 1 share, applied uniformly to all stockholders. No fractional shares will be issued; share counts will be rounded up to the next whole share. Immediately after effectiveness, there will be approximately 4,353,026 Class A shares and 6,522 Class B shares outstanding. Rights and preferences of the common stock are unchanged, and all warrants, stock options, and other securities are proportionally adjusted. Pacific Stock Transfer Company will act as exchange agent.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-25 Ratio at which every 25 issued and outstanding shares are combined into 1 share
Effective time of split 11:59 pm Eastern Time on July 19, 2026 Time the Certificate of Amendment becomes effective in Delaware
Post-split Class A shares outstanding 4,353,026 shares Approximate Class A common stock issued and outstanding immediately after the split
Post-split Class B shares outstanding 6,522 shares Approximate Class B common stock issued and outstanding immediately after the split
New CUSIP for Class A 74640Y304 CUSIP number for Class A common stock effective July 20, 2026
Split-adjusted trading start date July 20, 2026 Date shares begin trading on a split-adjusted basis on the Nasdaq Global Select Market
Reverse Stock Split financial
"the Company’s stockholders approved the implementation of a reverse stock split at a ratio"
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.
Certificate of Amendment regulatory
"a form of certificate of amendment to the Company’s Second Amended and Restated Certificate"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
CUSIP financial
"The Class A common stock will trade under a new CUSIP number, 74640Y304"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
exchange agent financial
"appointed its transfer agent, Pacific Stock Transfer Company, to act as exchange agent"
An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.
Inline XBRL technical
"cover page interactive data file does not appear in the Interactive Data File because its XBRL tags"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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FAQ

What reverse stock split did Purple Innovation (PRPL) approve?
Purple Innovation approved a 1-for-25 reverse stock split of its Class A and Class B common stock. Every 25 issued and outstanding shares will be automatically combined and converted into one share, with all stockholders affected uniformly except for the handling of fractional shares.

When does Purple Innovation (PRPL) begin trading on a split-adjusted basis?
Purple Innovation common stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market on July 20, 2026. The Certificate of Amendment becomes effective at 11:59 pm Eastern Time on July 19, 2026, immediately preceding the adjusted trading date.

How many Purple Innovation (PRPL) shares will be outstanding after the reverse split?
Immediately after the reverse stock split becomes effective, Purple Innovation expects about 4,353,026 shares of Class A common stock and 6,522 shares of Class B common stock to be issued and outstanding, reflecting the 1-for-25 combination of previously issued and outstanding shares.

How will Purple Innovation (PRPL) handle fractional shares in the reverse split?
Purple Innovation will not issue fractional shares in connection with the 1-for-25 reverse stock split. Instead, the resulting share count for each stockholder will be rounded up to the next whole share, slightly increasing individual holdings where a fraction would otherwise exist.

Does the Purple Innovation (PRPL) reverse split change stockholder ownership percentages?
The company states the reverse stock split will not affect any stockholder’s percentage ownership in Purple Innovation, except for minor differences from rounding. All stockholders are affected uniformly, and the rights and preferences of the common stock remain unchanged after the split.

What new CUSIP will Purple Innovation (PRPL) Class A shares use after the split?
After the reverse stock split, Purple Innovation’s Class A common stock will trade under a new CUSIP number 74640Y304, effective July 20, 2026, while continuing to trade on the Nasdaq Global Select Market under the existing ticker symbol “PRPL”.

How are Purple Innovation (PRPL) options and warrants affected by the reverse split?
All warrants, stock options, and other securities of Purple Innovation outstanding immediately before the reverse stock split will be proportionally adjusted in accordance with their terms so that they reflect the 1-for-25 split, maintaining economic equivalence after the adjustment.
false --12-31 0001643953 0001643953 2026-07-16 2026-07-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): July 16, 2026

 

Purple Innovation, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-37523   47-4078206
(State of Incorporation)   (Commission File Number)   (IRS Employer
Identification No.)

 

4100 North Chapel Ridge Rd., Suite 200    
Lehi, Utah   84043
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (801) 756-2600

 

N/A

(Former name or former address, if changed since last report)

 

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

 

☐Written communication 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
Class A Common Stock, par value $0.0001 per share   PRPL   The NASDAQ Stock Market LLC

 

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 3.03 - Material Modification to Rights of Security Holders

 

As previously disclosed, on July 2, 2026, at a Special Meeting of Stockholders of Purple Innovation, Inc. (the “Company”), the Company’s stockholders approved the implementation of a reverse stock split at a ratio of not less than 1-for-10 and not greater than 1-for-30 with such reverse stock split to be effected at such time and date, as determined by the Company’s board of directors in its sole discretion (the “Reverse Stock Split”) and a form of certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split.

 

On July 7, 2026, the Company’s board of directors approved the implementation of the Reverse Stock Split at a ratio of 1-for-25 and on July 16, 2026, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, which will be effective at 11:59 pm Eastern Time on July 19, 2026. The Company’s shares of common stock, par value $0.0001 per share, will begin trading on a split-adjusted basis on the Nasdaq Global Select Market commencing upon market open on July 20, 2026. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.

 

As a result of the Reverse Stock Split, every twenty-five (25) shares of the Company’s issued and outstanding Class A and Class B common stock will be automatically combined and converted into one (1) issued and outstanding share of Class A or Class B common stock, as applicable. The Reverse Stock Split will affect all of the Company’s stockholders uniformly and, except for adjustments resulting from the treatment of fractional shares, will not affect any stockholder’s percentage ownership interests in the Company. The Company will not issue any fractional shares in connection with the Reverse Stock Split. Instead, the number of shares will be rounded up to the next whole number. The Reverse Stock Split will not modify the rights or preferences of the common stock.

 

Immediately after the Reverse Stock Split becomes effective, there will be approximately 4,353,026 shares of Class A common stock and 6,522 shares of Class B common stock issued and outstanding. The Class A common stock will trade under a new CUSIP number, 74640Y304, effective July 20, 2026, and continue to trade under the symbol “PRPL.” All warrants, stock options, and other securities of the Company outstanding immediately prior to the Reverse Stock Split will be proportionally adjusted, in accordance with their terms.

 

The Company has appointed its transfer agent, Pacific Stock Transfer Company, to act as exchange agent for the Reverse Stock Split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split and will not be required to take further action in connection with the Reverse Stock Split, subject to brokers’ particular processes.

 

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

 

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Amendment to Second Amended and Restated Certificate of Incorporation
104   Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

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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.

 

Dated: July 16, 2026 PURPLE INNOVATION, INC.
     
  By: /s/ Bob Lucian
    Bob Lucian
    Chief Financial Officer

 

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Source: View Original Filing on SEC EDGAR

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