Sequans Communications (SQNS) shareholders approve large capital reduction authority

Rhea-AI Filing Summary

Sequans Communications S.A. reported that shareholders at a combined ordinary and extraordinary meeting approved all proposals recommended by the Board of Directors. American Depositary Shares representing 1,447,873,300 ordinary shares and 8,794 ordinary shares, together 1,447,882,094 ordinary shares, or 99.9% of the ordinary shares outstanding as of the record date, were voted.

Shareholders approved an immediate reduction of share capital by a nominal €1,516,973 through cancelling 151,697,300 shares held by the company, and authorized the Board to further reduce share capital by up to a nominal €7,239,462 through cancelling up to 723,946,200 additional shares held by the company. An ordinary resolution granting powers for formalities was also approved.

Insights

Equity structure and governance analyst

Shareholders back major treasury share cancellations and capital reduction.

Shareholders of Sequans Communications S.A. approved resolutions to cancel a significant block of shares held by the company and to authorize further cancellations. This reduces stated share capital and removes treasury shares that were already excluded from voting.

The meeting had very high participation, with 1,447,882,094 ordinary shares representing 99.9% of ordinary shares outstanding as of the record date being voted. Support levels for the capital reduction resolutions were strong, indicating alignment between shareholders and the Board’s recommendations.

The immediate cancellation of 151,697,300 shares and the authorization to cancel up to 723,946,200 additional shares held by the company adjust the capital structure without bringing in new capital. Future company disclosures may clarify how quickly the Board uses the additional cancellation authority.

Form 6-K: How Foreign Companies Report to the SEC →

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

Sequans Communications S.A. (the “Company”) announces that at the combined ordinary and extraordinary meeting of shareholders held on February 19, 2026, the Company’s shareholders approved all of the proposals brought before the meeting, as described in the following Agenda. The results are in line with the recommendations that were made by the Board of Directors.

American Depositary Shares representing 1,447,873,300 ordinary shares of the Company, and 8,794 ordinary shares, together representing 1,447,882,094 ordinary shares in total (99.9% of the ordinary shares outstanding as of the record date), were voted at the meeting. The ordinary shares voted excluded the 151,697,300 ordinary shares represented by ADS held by the Company.

______________________________________________________________________________________________________

Sequans Communications S.A.

Resolutions – Combined Ordinary and Extraordinary Meeting of Shareholders

Extraordinary Matters

1.Reduction of the share capital by a nominal amount of €1,516,973 through the cancellation of 151,697,300 shares held by the Company

For : 1,445,900,094

Against : 838,400

Abstain/no vote: 1.143,600

2.Authorization granted to the Board of Directors to reduce the share capital by a maximum nominal amount of €7,239,462 through the cancellation of up to 723,946,200 shares held by the Company

For: 1,445,823,894

Against: 910,600

Abstain/no vote: 1,147,600

Ordinary Matters

1.Powers for formalities

For: 1,303,931,494

Against: 1,361,400

Abstain/no vote: 143,589,200

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 19, 2026

By:

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

FAQ

What did Sequans Communications (SQNS) shareholders approve at the February 2026 meeting?

Shareholders approved all Board-recommended proposals at the combined ordinary and extraordinary meeting, including immediate and potential future reductions of share capital via cancellation of shares held by the company, plus an ordinary resolution granting powers for formalities.

How many Sequans Communications SQNS shares were represented at the shareholder meeting?

American Depositary Shares representing 1,447,873,300 ordinary shares and 8,794 ordinary shares, together 1,447,882,094 ordinary shares, were voted at the meeting, representing 99.9% of the ordinary shares outstanding as of the record date.

What capital reduction did Sequans Communications SQNS shareholders immediately approve?

Shareholders approved an immediate reduction of share capital by a nominal €1,516,973 through the cancellation of 151,697,300 shares held by Sequans Communications S.A., formally reducing the company’s stated share capital by that amount following the meeting.

What additional share cancellation authority did the Sequans Communications SQNS Board receive?

Shareholders authorized the Board of Directors to further reduce share capital by a maximum nominal amount of €7,239,462 through the cancellation of up to 723,946,200 additional shares held by the company, allowing future capital reductions without another shareholder vote.

Were treasury shares excluded from voting at the Sequans Communications SQNS meeting?

Yes. The ordinary shares voted excluded 151,697,300 ordinary shares represented by American Depositary Shares that were held by Sequans Communications S.A. itself, meaning those treasury shares did not participate in the shareholder vote.

What ordinary resolution was approved at the Sequans Communications SQNS meeting?

Shareholders approved an ordinary resolution granting powers for formalities, with 1,303,931,494 votes for, 1,361,400 against, and 143,589,200 abstain or no vote, enabling the company to complete the legal and administrative steps related to the meeting’s decisions.