Trinity Biotech resale update and Nasdaq bid warning

Trinity Biotech plc filed a prospectus supplement covering the resale by selling shareholders of up to 1,117,818,000 Ordinary Shares, represented by up to 55,890,900 ADSs.

Rhea-AI Filing Summary

Trinity Biotech plc filed a prospectus supplement covering the resale by selling shareholders of up to 1,117,818,000 Ordinary Shares, represented by up to 55,890,900 ADSs. The supplement incorporates a recent Form 6-K reporting that Nasdaq notified the company its ADSs no longer meet the minimum bid price requirement of US $1.00 per share after trading below that level for 30 consecutive business days. Trinity Biotech has 180 calendar days, until August 10, 2026, to regain compliance while its ADSs, which last traded at $0.77 on February 13, 2026, remain listed on the Nasdaq Global Select Market.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: Trinity Biotech received a notice that its ADSs no longer meet Nasdaq Listing Rule 5450(a)(1) after closing below the required US $1.00 minimum bid price for 30 consecutive business days, and has only 180 calendar days, until August 10, 2026, to regain compliance.

Insights

Equity & Listing Standards Analyst

Resale registration continues as Trinity Biotech faces Nasdaq minimum bid price deficiency.

The company is maintaining a large resale registration for up to 1,117,818,000 Ordinary Shares, or 55,890,900 ADSs, allowing selling shareholders to offer shares over time. This is primarily an administrative step updating the prospectus with new information from a recent Form 6-K.

More significantly, Trinity Biotech received a Nasdaq notice that its ADSs failed to maintain the required minimum bid price of US $1.00 for 30 consecutive business days. The ADSs last traded at $0.77 on February 13, 2026, underscoring the deficiency.

The company has 180 calendar days, until August 10, 2026, to regain compliance with Listing Rule 5450(a)(1). Future disclosures or actions, if any, to address the minimum bid price requirement would typically be detailed in subsequent company communications or regulatory filings.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Trinity Biotech plc (TRIB) register in this prospectus supplement?

The supplement relates to the offer and resale of up to 1,117,818,000 Ordinary Shares, represented by up to 55,890,900 ADSs, by selling shareholders. It simply updates the existing prospectus by attaching the latest Form 6-K as additional disclosure.

What Nasdaq issue does Trinity Biotech plc (TRIB) disclose?

Trinity Biotech discloses it received a Nasdaq non-compliance notice for failing to meet the minimum bid price requirement of US $1.00 per ADS. The ADSs traded below this level for 30 consecutive business days, triggering the deficiency notice.

How long does Trinity Biotech plc (TRIB) have to regain Nasdaq bid price compliance?

The company has 180 calendar days, until August 10, 2026, to regain compliance with Nasdaq Listing Rule 5450(a)(1). During this period, it must achieve a closing bid price of at least US $1.00 per ADS as required by the rule.

What was the recent trading price of Trinity Biotech (TRIB) ADSs mentioned?

The filing notes that Trinity Biotech’s ADSs last reported a sale price of $0.77 on February 13, 2026. This level is below Nasdaq’s US $1.00 minimum bid price standard, which led to the current non-compliance notice from Nasdaq.

On which market are Trinity Biotech (TRIB) ADSs listed?

Trinity Biotech’s ADSs are listed on the Nasdaq Global Select Market under the symbol “TRIB”. The company’s disclosure about minimum bid price non-compliance specifically concerns this listing and the requirements of Nasdaq Listing Rule 5450(a)(1).

Does the prospectus supplement change Trinity Biotech’s risk profile for investors?

The prospectus supplement itself mainly updates disclosure, but it incorporates a Nasdaq non-compliance notice regarding minimum bid price. This highlights elevated listing risk, which is also connected to broader risk factors described in the base prospectus and incorporated documents.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/17/2026 - 06:09 AM EST Learn about SEC filing dates

Prospectus Supplement No. 1		Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated January 23, 2026)		Registration No. 333-292753

TRINITY BIOTECH PLC

Secondary offering of up to

55,890,900 American Depositary Shares

representing

1,117,818,000 Ordinary Shares

This prospectus supplement updates and supplements the information contained in the prospectus dated January 23, 2026 (as may be supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-292753), with information contained in our Report on Form 6-K, which was filed with the Securities and Exchange Commission on February 13, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The prospectus, as it may be amended or supplemented from time to time, relates to the offer and resale by the Selling Shareholders from time to time of up to 1,117,818,000 Ordinary Shares, represented by up to 55,890,900 ADSs.

Our ADSs are listed for trading on the Nasdaq Global Select Market under the symbol “TRIB.” The last reported sale price of our ADSs on February 13, 2026 was $0.77.

You should read the Prospectus, this prospectus supplement and any additional prospectus supplement or amendment carefully before you invest in our securities.

Our business and an investment in our ADSs involve significant risks. These risks are described under the caption “Risk Factors” beginning on page 5 of the Prospectus and any other risk factors contained in any applicable prospectus supplement and in the documents incorporated by reference into the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 17, 2026.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

F O R M 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

TRINITY BIOTECH PLC

(Name of Registrant)

IDA Business Park

Bray, Co. Wicklow, Ireland

(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 ☒     Form 40-F ☐

This Form 6-K is being incorporated by reference into our Registration Statements on Form S-8 (File Nos. 333-182279, 333-195232, 333-253070 and 333-292753).

 EXPLANATORY NOTE

On February 11, 2026, the Company issued a press release announcing it had received a notice from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), requiring that listed securities maintain a minimum bid price of US $1.00 per share, based on the closing bid price of the Company’s American depositary shares (“ADSs”)

for the last 30 consecutive business days. The Company has a period of 180 calendar days, or until August 10, 2026 to regain compliance with Nasdaq Listing Rule 5450(a)(1). A copy of the press release is filed herewith as Exhibit 99.1.

EXHIBIT INDEX

Exhibit		Description
99.1		Trinity Biotech Receives Non-Compliance Notice Regarding Nasdaq Global Select Requirement for Nasdaq Minimum Bid Price Requirement

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.

	TRINITY BIOTECH PLC
		Trinity Biotech plc
		(Registrant)
	By:	/s/ Paul Murphy
		Paul Murphy
		Interim Chief Financial Officer

Date: February 13, 2026