Yatra Online (NASDAQ: YTRA) trims Yatra India stake to 62.6%

Rhea-AI Filing Summary

Yatra Online, Inc. reported that its wholly owned subsidiary, THCL Travel Holding Cyprus Limited, sold 2,833,000 equity shares of its Indian subsidiary, Yatra Online Limited, in open market transactions. These shares represented about 1.8% of Yatra India’s outstanding share capital.

After this sale, Yatra Online, through its subsidiaries, still holds approximately 62.6% of Yatra India’s outstanding share capital, maintaining majority control. The proceeds from the transaction are intended to cover legal and compliance expenses for THCL and its group entities, including Yatra Online itself.

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

February 17, 2026

Commission File Number: 001-37968

YATRA ONLINE, INC.

Gulf Adiba, Plot No. 272,

4th Floor, Udyog Vihar, Phase-II,

Sector-20, Gurugram-122008, Haryana

India

(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 ☐

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): ☐

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): ☐

Other Events

On February 17, 2026, THCL Travel Holding Cyprus Limited (“THCL”), a wholly owned subsidiary of Yatra Online, Inc. (the “Company”), sold 2,833,000 equity shares of Yatra Online Limited, the Company’s Indian subsidiary (“Yatra India”), representing approximately 1.8% of Yatra India’s outstanding share capital, in open market transactions (the “Share Sale”). Following the Share Sale, the Company, through its subsidiaries, holds approximately 62.6% of Yatra India’s outstanding share capital as of the date of this report. The proceeds from the Share Sale are intended to fund legal and compliance expenses of THCL and its group entities, including the Company.

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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.

	YATRA ONLINE, INC.
Date: February 19, 2026	By:	/s/ Siddhartha Gupta
		Siddhartha Gupta
		Chief Executive Officer

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FAQ

What stake did Yatra Online, Inc. (YTRA) sell in Yatra Online Limited?

Yatra’s subsidiary THCL sold 2,833,000 equity shares of Yatra Online Limited, its Indian subsidiary. This block represented approximately 1.8% of Yatra India’s outstanding share capital, executed through open market transactions, modestly reducing the group’s ownership.

What is Yatra Online, Inc.’s remaining ownership in Yatra Online Limited after the sale?

After the share sale, Yatra Online, Inc., through its subsidiaries, holds approximately 62.6% of Yatra Online Limited’s outstanding share capital. This level of ownership means the company continues to retain majority control over its Indian subsidiary.

Why did Yatra’s subsidiary THCL sell shares of Yatra Online Limited?

The shares were sold to generate proceeds intended to fund legal and compliance expenses. These expenses relate to THCL and its group entities, including Yatra Online, Inc., helping cover regulatory and legal costs across the corporate structure.

How were the Yatra Online Limited shares sold by Yatra’s subsidiary?

The 2,833,000 equity shares of Yatra Online Limited were sold in open market transactions. This means the trades occurred on the stock exchange, rather than through a private placement or negotiated block deal.

Does Yatra Online, Inc. still control Yatra Online Limited after the transaction?

Yes. Following the share sale, Yatra Online, Inc., through its subsidiaries, continues to hold about 62.6% of Yatra Online Limited’s outstanding share capital. This ownership level preserves its majority control over the Indian subsidiary.