TIAN RUIXIANG (TIRX) details 1-for-50 reverse stock split timing

Rhea-AI Filing Summary

TIAN RUIXIANG Holdings Ltd has approved a 1-for-50 reverse stock split of its Class A and Class B ordinary shares. As part of this action, the par value per share will rise from US$0.125 to US$6.25.

The reverse split is expected to become effective for Nasdaq trading during the week of March 16, 2026, when the shares will begin trading on a split-adjusted basis under the existing symbol “TIRX” and new CUSIP G8884K144. No fractional shares will be issued; any fractional entitlements will be rounded up to the nearest whole share.

TIAN RUIXIANG is an insurance broker in China, distributing property, casualty, health, life, and other insurance products through a China-based variable interest entity.

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- 39925

TIAN RUIXIANG Holdings Ltd

2107, Block B, Shoudong International

Dongcheng District, Beijing

People’s Republic of China

(Address of principal executive offices)

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 x        Form 40-F ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Information on the Reverse Stock Split

On February 17, 2026, following the authority granted by the shareholders at the annual general meeting of shareholders, the Board of Directors of TIAN RUIXIANG Holdings Ltd. (the “Company”) approved a reverse split of all of the Company’s authorized and issued Class A ordinary shares and Class B ordinary shares at a ratio of one-for-fifty (1-for-50) (the “Reverse Stock Split”). The par value of the Company’s Class A and Class B ordinary shares will be increased from US$0.125 per share to US$6.25 per share. The Reverse Stock Split is expected to become effective during the week of March 16, 2026 (the “Effective Date”). The Company’s ordinary shares will begin trading on a split-adjusted basis when the Nasdaq Global Market (“Nasdaq”) opens for trading at 9:00 a.m. ET on the Effective Date under the existing trading symbol “TIRX,” but the ordinary shares will trade under a new CUSIP number, G8884K144. A copy of the press release announcing the Reverse Stock Split is attached to this Form 6-K as Exhibit 99.1.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated February 27, 2026

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.

	TIAN RUIXIANG Holdings Ltd
Date: February 27, 2026	By:	/s/ Baohai Xu
	Name:	Baohai Xu
	Title:	Chief Executive Officer

Exhibit 99.1

TIAN RUIXIANG Holdings Ltd. Announces Expected Effective Date for Previously Announced 1-for-50 Reverse Stock Split

BEIJING, Feb. 27, 2026 /PRNewswire/ -- TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX) (the “Company”) today announced an update regarding its previously announced 1-for-50 reverse stock split (the “Reverse Split”) of its ordinary shares.

As previously announced on February 18, 2026, following the results of the Company's annual general meeting of shareholders held on February 17, 2026, the Company’s Board of Directors approved the implementation of the Reverse Split. The Company now expects the Reverse Split to become effective for trading purposes on the Nasdaq Capital Market (“Nasdaq”) during the week of March 16, 2026, pending final processing by Nasdaq. The Company’s Class A ordinary shares will begin trading on a split-adjusted basis on Nasdaq at that time under the same ticker symbol, “TIRX.”

As part of the Reverse Split, the par value of the Company’s Class A and Class B ordinary shares will be increased from US$0.125 per share to US$6.25 per share. No fractional shares will be issued in connection with the Reverse Split, and any fractional entitlements will be rounded up to the nearest whole share. The CUSIP number for the post-split Class A ordinary shares will be G8884K144.

About TIAN RUIXIANG Holdings Ltd

TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China through its China-based variable interest entity. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as commercial property insurance, liability insurance, accidental insurance, and automobile insurance; and (2) other types of insurance, such as health insurance, life insurance, and other miscellaneous insurance.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These include statements regarding future plans, objectives, expectations and intentions, and involve known and unknown risks and uncertainties. Words such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "continue," or similar expressions identify these statements. These forward-looking statements are based on current expectations and assumptions and are not guarantees of future performance; actual results may differ materially. TIAN RUIXIANG Holdings Ltd. undertakes no obligation to update these statements for subsequent events or circumstances, except as required by law.

For investor and media enquiries, please contact:

TIAN RUIXIANG Holdings Ltd 

Investor Relations Department

Email: ir@tianrx.com

FAQ

What reverse stock split did TIRX approve and at what ratio?

TIAN RUIXIANG Holdings Ltd approved a 1-for-50 reverse stock split of its Class A and Class B ordinary shares. This consolidates every 50 existing shares into 1 share, while keeping investors’ proportional ownership the same on a post-split basis.

When will TIRX’s 1-for-50 reverse stock split become effective?

The reverse stock split is expected to become effective for trading on Nasdaq during the week of March 16, 2026. At that time, TIRX shares will begin trading on a split-adjusted basis, reflecting the new share count after the 1-for-50 consolidation.

How does the TIRX reverse split change the par value of its shares?

As part of the reverse split, the par value of TIRX’s Class A and Class B ordinary shares will increase from US$0.125 per share to US$6.25 per share. This is an accounting change tied to the consolidation, not a direct change in total shareholder equity.

How will TIRX handle fractional shares from the reverse stock split?

No fractional shares will be issued in the TIRX reverse stock split. Instead, any fractional entitlements resulting from the 1-for-50 consolidation will be rounded up to the nearest whole share, simplifying the post-split share structure for shareholders.

Will TIRX’s ticker or CUSIP change after the reverse split?

TIAN RUIXIANG’s ordinary shares will continue trading under the ticker symbol “TIRX” on Nasdaq after the reverse split. However, the post-split Class A ordinary shares will trade under a new CUSIP number, G8884K144, reflecting the corporate action.

What business does TIAN RUIXIANG Holdings Ltd (TIRX) operate?

TIAN RUIXIANG Holdings Ltd is an insurance broker headquartered in Beijing, China. It operates through a China-based variable interest entity and distributes property and casualty insurance, plus health, life, and other miscellaneous insurance products across its markets.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 5.3 KB