VivoPower (Nasdaq: VIVO) cuts public float with 2.96M share conversion
Rhea-AI Filing Summary
VivoPower PLC is converting 2,961,000 Nasdaq‑listed Class A ordinary shares held by Executive Chairman and CEO Kevin Chin and affiliated entities into the same number of unlisted Class B ordinary shares with enhanced voting rights. These Class B shares are not listed on Nasdaq and are not freely tradable, so the move reduces the publicly tradable float while concentrating voting power with insiders. The conversion follows board and management purchases of 2,650,000 shares on February 18, 2026 and is authorized under a dual‑class structure approved by shareholders on January 30, 2026. VivoPower frames the step as part of a broader, non‑dilutive capital strategy that includes terminating its at‑the‑market equity offering agreement with Chardan and withdrawing a $180M Form F‑3 shelf registration, emphasizing project‑level financing for its AI data center and powered land business rather than new equity issuance at the parent level.
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Insights
VivoPower reduces float and boosts insider voting power without new dilution.
VivoPower is converting 2,961,000 Class A shares into unlisted Class B shares with enhanced voting rights, held by Kevin Chin and affiliates. This shrinks the freely tradable float and increases insider control, within a shareholder‑approved dual‑class structure.
The company pairs this with a non‑dilutive capital stance: it terminated its at‑the‑market equity program and withdrew a $180M Form F‑3 shelf. Together, these steps signal a preference for funding AI data center and powered land projects at the project level rather than issuing new parent‑level equity.
Future governance dynamics will depend on how widely Class B shares are extended across senior leadership, a process the board states will be performance‑based and subject to approvals. Subsequent disclosures will clarify how this evolving ownership mix affects voting concentration and capital flexibility.
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
March 20, 2026
Commission File Number 001-37974
VIVOPOWER PLC
(Translation of registrant’s name into English)
Suite 4, 7th Floor, 50 Broadway,
London, United Kingdom,
SW1H 0DB
+44-203-667-5158
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20- F ☒ Form 40-F ☐
VivoPower Commences Strategic Share Conversion Program; Initial 2.96 Million Listed Class A Ordinary Shares Becoming Unlisted Restricted Class B Shares, Reducing Public Float
On March 19, 2026, VivoPower PLC (the “Company” or “VivoPower”) today announced that Executive Chairman and CEO Kevin Chin and other affiliated entities have voluntarily initiated conversion of 2.96m of NASDAQ listed Class A ordinary shares into unlisted Class B ordinary shares, a non-tradable share class carrying enhanced voting rights. This has the effect of removing these Class A ordinary shares from the publicly tradeable float.
As and when appropriate, the Board’s intention is to broaden the conversion of NASDAQ-listed free trading Class A Ordinary Shares into unlisted Class B Ordinary shares amongst its executive leadership ranks to further engender long term alignment and ownership.
On February 18, 2026, Mr. Chin and other board members increased their aggregate shareholdings by 2,650,000 shares, with Mr. Chin accounting for the majority. The conversion of 2,961,000 Class A ordinary shares into Class B shares removes them from the publicly tradeable pool and represents the next step in that commitment — moving from acquisition to voluntary long term unlisted status. This transaction reinforces Mr. Chin’s long-term commitment to VivoPower and strengthens governance alignment with the Company’s mission to deliver sustained value creation in Sovereign AI Data Centre infrastructure.
Transaction Overview
The conversion is being effectuated pursuant to the authority granted by shareholders at the Company’s Extraordinary General Meeting held on January 30, 2026 (Resolution 3), which approved the introduction of a dual-class share structure. The key terms of the conversion are as follows:
| ● | Shares Converted: 2,961,000 Class A ordinary shares converted into 2,961,000 Class B ordinary shares | |
| ● | Listing Status: Class B ordinary shares are not listed on Nasdaq and are not freely tradable | |
| ● | Convertibility: Class B ordinary shares may be converted back into Class A ordinary shares only with shareholder approval. |
Strategic Rationale
The conversion of Class A shares into Class B shares is the latest in a series of considered steps taken by VivoPower to strengthen its capital structure and governance framework in support of long-term value creation. This action should be viewed in the context of the Company’s broader non-dilutive capital strategy, which includes:
| ● | Termination of the ATM Equity Offering Agreement: On February 2, 2026, the Company terminated its at-the-market equity offering agreement with Chardan, eliminating a potential source of dilutive issuance. | |
| ● | Termination of the $180M Form F-3 Registration Statement: On March 18, 2026, the Company withdrew its shelf registration statement on Form F-3, further reinforcing its commitment to a non-dilutive capital management approach. | |
| ● | Commitment to Non-Dilutive Capital Management: The Company has consistently communicated its intention to fund growth of its AI data center infrastructure and powered land business through disciplined capital raising at project level, in preference to equity issuance at VivoPower level (unless it is definitively accretive). |
The Board believes that broadening the Class B shareholder base among the Company’s most senior operators over time and subject to performance and commitment will further strengthen governance alignment and reinforce a culture of long-term stewardship across the leadership team. Any future extension of Class B shares to additional members of the leadership team would be subject to Board approval and disclosed in accordance with applicable securities laws.
This Report on Form 6-K, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-227810, 333-251546, 333-268720, 333-273520) and Form F-3 (File No. 333-292437).
Forward-Looking Statements
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.
No Offer or Solicitation
This Report on Form 6-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This Report on Form 6-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
EXHIBIT INDEX
| Exhibit 99.1— | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 20, 2026 | VivoPower PLC |
| /s/ Kevin Chin | |
| Kevin Chin | |
| Executive Chairman |
Exhibit 99.1
VivoPower Commences Strategic Share Conversion Program; Initial 2.96 Million Listed Class A Ordinary Shares Becoming Unlisted Restricted Class B Shares, Reducing Public Float
Follows recently announced share acquisitions totaling 2.65 million shares by board members, including Executive Chairman and CEO, Kevin Chin, who purchased the majority of shares
Conversion program is aligned with VivoPower’s broader capital strategy to minimize dilution following the recent cancellation of the Company’s ATM and F-3 registration statement
Strategic intent is to further align with shareholder interest, given that unlisted restricted Class B shares are non-tradeable with enhanced voting rights
LONDON, March 20, 2026 - VivoPower PLC (Nasdaq: VIVO) (“VivoPower” or the “Company”), a B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced that Executive Chairman and CEO Kevin Chin and other affiliated entities have voluntarily initiated conversion of 2.96m of NASDAQ listed Class A ordinary shares into unlisted Class B ordinary shares, a non-tradable share class carrying enhanced voting rights. This has the effect of removing these Class A ordinary shares from the publicly tradeable float.
As and when appropriate, the Board’s intention is to broaden the conversion of NASDAQ-listed free trading Class A Ordinary Shares into unlisted Class B Ordinary shares amongst its executive leadership ranks to further engender long term alignment and ownership.
On February 18, 2026, Mr. Chin and other board members increased their aggregate shareholdings by 2,650,000 shares, with Mr. Chin accounting for the majority. The conversion of 2,961,000 Class A ordinary shares into Class B shares removes them from the publicly tradeable pool and represents the next step in that commitment — moving from acquisition to voluntary long term unlisted status. This transaction reinforces Mr. Chin’s long-term commitment to VivoPower and strengthens governance alignment with the Company’s mission to deliver sustained value creation in Sovereign AI Data Centre infrastructure.
Transaction Overview
The conversion is being effectuated pursuant to the authority granted by shareholders at the Company’s Extraordinary General Meeting held on January 30, 2026 (Resolution 3), which approved the introduction of a dual-class share structure. The key terms of the conversion are as follows:
| ● | Shares Converted: 2,961,000 Class A ordinary shares converted into 2,961,000 Class B ordinary shares |
| ● | Listing Status: Class B ordinary shares are not listed on Nasdaq and are not freely tradable |
| ● | Convertibility: Class B ordinary shares may be converted back into Class A ordinary shares only with shareholder approval. |
Strategic Rationale
The conversion of Class A shares into Class B shares is the latest in a series of considered steps taken by VivoPower to strengthen its capital structure and governance framework in support of long-term value creation. This action should be viewed in the context of the Company’s broader non-dilutive capital strategy, which includes:
| ● | Termination of the ATM Equity Offering Agreement: On February 2, 2026, the Company terminated its at-the-market equity offering agreement with Chardan, eliminating a potential source of dilutive issuance. |
| ● | Termination of the $180M Form F-3 Registration Statement: On March 18, 2026, the Company withdrew its shelf registration statement on Form F-3, further reinforcing its commitment to a non-dilutive capital management approach. |
| ● | Commitment to Non-Dilutive Capital Management: The Company has consistently communicated its intention to fund growth of its AI data center infrastructure and powered land business through disciplined capital raising at project level, in preference to equity issuance at VivoPower level (unless it is definitively accretive). |
The Board believes that broadening the Class B shareholder base among the Company’s most senior operators over time and subject to performance and commitment will further strengthen governance alignment and reinforce a culture of long-term stewardship across the leadership team. Any future extension of Class B shares to additional members of the leadership team would be subject to Board approval and disclosed in accordance with applicable securities laws.
About VivoPower
Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning B Corporation with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. Today, VivoPower’s mission is to be the independent, trusted partner for sovereign nations that develop and operate sustainable data center infrastructure, ensuring sovereign control over power, data, and national intelligence. In doing so, VivoPower helps sovereign nations bridge the gap between their energy assets and their AI ambitions by providing the Power-to-X infrastructure necessary to build and control their own domestic intelligence hubs.
Forward-Looking Statements
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the Company’s intention to broaden the Class B conversion program to additional members of the leadership team, the expected impact of the conversion on the Company’s capital structure and governance framework, the achievement of performance hurdles, or the benefits of the events or transactions described in this communication. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. Specifically in relation to the conversion to unlisted restricted Class B shares, there is a defined process that needs to be completed for each tranche of shares to be converted, which involves counterparties and regulators, the timing of which is outside the control of the Company. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.
Contact
Shareholder Enquiries
media@vivopower.com
FAQ
What did VivoPower (VIVO) announce in this Form 6-K?
How many VivoPower Class A shares are being converted to Class B?
Who is involved in VivoPower’s 2.961 million share conversion?
How does the VivoPower share conversion affect public float and trading?
What is VivoPower’s broader capital strategy mentioned in the filing?
Can VivoPower Class B shares be converted back into Class A shares?
Will more VivoPower leaders receive Class B shares in the future?
Filing Exhibits & Attachments
2 documentsPress Releases
