Sequans (SQNS) moves to retire $94.5M convertible debt via Bitcoin collateral

Rhea-AI Filing Summary

Sequans Communications S.A. has amended its Secured Convertible Debenture Purchase Agreement to fully redeem the remaining $94.5 million aggregate principal amount of outstanding convertible debentures. The redemption will be paid in cash at 100% of principal plus accrued and unpaid interest.

The cash will come from selling up to 1,617 Bitcoin held in a collateral securities account, in increments so that by June 1, 2026 either the debentures are fully redeemed or all Bitcoin in the account has been sold to redeem the applicable portion. Any principal and accrued interest that remains after all 1,617 Bitcoin are released cannot be put back to the company for repurchase by debenture holders until at least January 7, 2027, except as otherwise provided in the debenture terms.

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Capital structure and credit analyst

Sequans plans to retire $94.5M of convertible debt using Bitcoin collateral.

Sequans Communications S.A. has agreed to redeem the remaining $94.5 million principal amount of its secured convertible debentures at par plus accrued interest. This directly addresses the existing convertible debt overhang under the amended purchase agreement.

Funding will come from selling up to 1,617 Bitcoin held in the collateral account, with sales staged so that by June 1, 2026 either the debentures are fully redeemed or all Bitcoin has been liquidated to cover part of the principal. The arrangement links debt reduction to the value realized from the Bitcoin collateral.

If any principal or accrued interest remains after all 1,617 Bitcoin are released, this outstanding amount cannot be put to the company for repurchase by holders until at least January 7, 2027, unless other debenture provisions apply. This delays potential future cash outflows tied to holder put rights and provides clearer timing around when additional redemptions could be requested.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of February 2026

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.  

The information in this report furnished on Form 6-K shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473, 333-239968, 333-259914, 333-266481 and 333-289027) and Form F-3 (File Nos. 333-271884, 333-288708, 333-288709 and 333-289847).

EXPLANATORY NOTE

On February 10, 2026, Sequans Communications S.A. (the “Company”) entered into a second amendment and consent (the “Amendment”) to that certain Secured Convertible Debenture Purchase Agreement, dated as of June 22, 2025, as amended (the “Debenture Purchase Agreement”), with the collateral agent for the Company’s convertible debt issued on July 7, 2025 (the “Debentures”).

Pursuant to the Amendment, the Company will redeem in full the remaining $94.5 million aggregate principal amount of outstanding Debentures at a cash price equal to one hundred percent of the principal amount being redeemed, plus any accrued and unpaid interest. Subject to certain restrictions set forth in the Debentures, the redemption will be funded by the sale of Bitcoin held in a securities account to secure the Debentures (the “Bitcoin Collateral Account”) in increments such that, on or before June 1, 2026, either the Debentures will be fully redeemed or all 1,617 Bitcoin in the Bitcoin Collateral Account will have been sold to fund the redemption of the applicable portion of the principal amount of outstanding Debentures.

To the extent that any principal amount or any accrued and unpaid interest thereon remains outstanding (the “Outstanding Amount”) following the release of all 1,617 Bitcoin from the Bitcoin Collateral Account, such Outstanding Amount shall not be subject to repurchase by the Company at the option of any holder of the Debentures until January 7, 2027 at the earliest, except as otherwise set forth in the Debentures.

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, thereunto duly authorized.

SEQUANS COMMUNICATIONS S.A. (Registrant)

Date: February 13, 2026

By:

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

FAQ

What debt is Sequans Communications S.A. (SQNS) redeeming in this 6-K?

Sequans plans to redeem the remaining $94.5 million aggregate principal amount of its secured convertible debentures. The debentures were originally issued on July 7, 2025 under a Secured Convertible Debenture Purchase Agreement dated June 22, 2025, as previously amended.

How will Sequans (SQNS) fund the $94.5 million debenture redemption?

The company will fund the redemption by selling Bitcoin held in a securities account that secures the debentures. Up to 1,617 Bitcoin in this collateral account may be sold in increments, with proceeds used to pay principal and any accrued and unpaid interest.

What is the timeline for Sequans (SQNS) to redeem its convertible debentures?

Sequans will sell Bitcoin collateral in increments so that, on or before June 1, 2026, either all outstanding debentures are fully redeemed or all 1,617 Bitcoin in the collateral account have been sold to fund redemption of the applicable principal portion.

What happens if debt remains after all 1,617 Bitcoin are sold for Sequans (SQNS)?

If any principal or accrued and unpaid interest remains after all 1,617 Bitcoin are released from the collateral account, this Outstanding Amount cannot be repurchased at the option of holders before January 7, 2027, except as otherwise provided in the debenture terms.

What agreement did Sequans (SQNS) amend in the February 2026 6-K?

Sequans entered into a second amendment and consent to its Secured Convertible Debenture Purchase Agreement dated June 22, 2025, as amended. This governs the secured convertible debentures issued on July 7, 2025 and sets the terms for the planned cash redemption.

Does the Sequans (SQNS) 6-K affect its existing registration statements?

Yes. The information in this report is incorporated by reference into Sequans’ existing Form S-8 registration statements and Form F-3 registration statements listed in the filing, ensuring those offering documents reflect the updated debenture redemption arrangements.