Zenvia to delist from Nasdaq and deregister with SEC

Zenvia Inc. plans to voluntarily delist its Class A common shares from the Nasdaq Capital Market and apply to deregister with the U.S. Securities and Exchange Commission after a board review of costs and benefits of remaining public in the United States.

Rhea-AI Filing Summary

Zenvia Inc. plans to voluntarily delist its Class A common shares from the Nasdaq Capital Market and apply to deregister with the U.S. Securities and Exchange Commission after a board review of costs and benefits of remaining public in the United States.

The board cited significant accounting, legal and other expenses, a lack of an active trading market limiting access to U.S. capital, and uncertainty about regaining compliance with Nasdaq’s minimum bid price of US$1.00 per share after a recent deficiency notice from Nasdaq.

Zenvia plans to notify Nasdaq on February 25, 2026, file Form 25 on March 9, 2026, have delisting become effective on March 19, 2026, and file Form 15 the same day, after which its SEC reporting obligations will be suspended.

After delisting, the Class A common shares will not be listed on any exchange and may trade, if at all, only through privately negotiated transactions or potentially over the counter, with no guarantee that a broker will make a market in the shares.

Positive

• None.

Negative

• U.S. delisting and deregistration: Zenvia plans to delist from Nasdaq, deregister with the SEC, and suspend its U.S. reporting obligations, which is likely to materially reduce share liquidity and ongoing public disclosure for investors in its Class A common shares.

Insights

Equity markets and listing specialist

Zenvia is exiting the U.S. public markets, reducing liquidity and disclosure.

Zenvia plans to delist its Class A common shares from Nasdaq and deregister with the SEC, ending its status as a U.S. reporting company. The company links this move to high compliance costs, a thin trading market, and challenges meeting Nasdaq’s US$1.00 minimum bid price rule.

Once delisted and deregistered, the shares will no longer trade on a national exchange and SEC reporting duties will be suspended after Form 15 is filed on March 19, 2026. Any future trading would rely on privately negotiated transactions or potential over-the-counter activity, without assurance of a broker making a market.

The decision concentrates transparency and governance in non-U.S. frameworks rather than SEC rules. Actual impact on trading volume and pricing will depend on whether an over-the-counter market develops and how existing investors adapt once Nasdaq listing and regular SEC reports end.

FAQ

What did Zenvia Inc. (ZENV) announce regarding its Nasdaq listing?

Zenvia announced it will voluntarily delist its Class A common shares from the Nasdaq Capital Market and apply to deregister with the SEC. After delisting, its shares will not trade on any exchange and may only trade privately or potentially over the counter, if a market develops.

Why is Zenvia choosing to delist from Nasdaq and deregister with the SEC?

Zenvia’s board cited high accounting, legal and other costs of being an SEC reporting company, limited trading liquidity in its securities, and uncertainty about regaining compliance with Nasdaq’s US$1.00 minimum bid price requirement after a deficiency notice, as key reasons for delisting and deregistration.

What is the planned timeline for Zenvia’s delisting and deregistration?

Zenvia notified Nasdaq on February 25, 2026, plans to file Form 25 on March 9, 2026, expects the Nasdaq delisting to become effective on March 19, 2026, and intends to file Form 15 the same day, which will immediately suspend its SEC reporting obligations.

How will Zenvia’s delisting affect trading in its Class A common shares?

After delisting, Zenvia’s Class A common shares will not be listed on any exchange. Trading, if any, would occur only through privately negotiated transactions and potentially on an over-the-counter market, with no guarantee that any broker will make a market in the shares.

What Nasdaq rule compliance issue did Zenvia disclose before deciding to delist?

On February 18, 2026, Zenvia disclosed it had received written notification from Nasdaq that it no longer met the continued listing requirement to maintain a minimum bid price of US$1.00 per Class A common share, contributing to the board’s decision to pursue voluntary delisting.

Can Zenvia change or postpone its delisting and deregistration plans?

Zenvia stated it reserves the right to postpone or withdraw the planned Form 25 and Form 15 filings before they become effective. The company indicated it will make further announcements if there are changes, as required by Nasdaq listing standards and applicable laws.

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Accepted by SEC EDGAR 02/25/2026 - 06:30 AM Learn about SEC filing dates

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 001-40628

Zenvia Inc.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Avenida Paulista, 2300, 18th Floor, Suite 182

São Paulo, São Paulo, 01310-300

Brazil

(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 [X] Form 40-F [_]

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, thereto duly authorized.

Date: February 25, 2026

Zenvia Inc.

By: /s/ Cassio Bobsin

Name: Cassio Bobsin

Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No.					Description of Exhibit
99.1					Zenvia Announces Plan to Voluntary Delist its Class A Common Shares from the Nasdaq Capital Market and Deregister with the U.S. Securities and Exchange Commission.

Exhibit 99.1

Zenvia Announces Plan to Voluntary Delist from the Nasdaq Capital Market and Deregister with the U.S. Securities and Exchange Commission

São Paulo, February 25, 2026 – Zenvia announces that it has notified the Nasdaq Stock Market LLC (“Nasdaq”) of its decision to voluntarily delist its Class A common shares from the Nasdaq Capital Market and that it intends to submit an application for deregistration with the U.S. Securities and Exchange Commission (“SEC”). Plans regarding the delisting and deregistration are as follows:

1. Reasons for Delisting and Deregistration:

The voluntary decision to delist Zenvia’s Class A common shares from Nasdaq and to cease to be an SEC reporting company was taken following Zenvia’s board of directors review and consideration of a number of factors, including but not limited to, assessing the costs and benefits associated with being a publicly traded company, including the significant accounting, legal and other costs associated with remaining an SEC reporting company and the lack of an active trading market for Zenvia’s securities which limited Zenvia’s ability to rely on the U.S. public capital markets as a source of funding and liquidity. In addition, Zenvia considered the uncertainties of being able to regain and maintain compliance with the Nasdaq requirements for continued listing. On February 18, 2026, Zenvia issued a press release announcing that it had received a written notification from Nasdaq indicating that Zenvia no longer meets the continued listing requirements of maintaining a minimum bid price of US$1.00 per share of the Zenvia’s Class A common shares. There is no assurance that Zenvia will be able to comply with this requirement and if Zenvia fails to regain and maintain compliance with the Nasdaq requirements for continued listing, Nasdaq could take action to delist Zenvia’s Class A common shares involuntarily.

2. Upon delisting from Nasdaq, Zenvia’s Class A common shares will not be listed on any exchange and any trading in Class A common shares would only occur in privately negotiated sales and potentially on an over-the-counter market. There is no guarantee, however, that a broker will make a market in Zenvia’s Class A common shares and that trading thereof will occur on an OTC market or otherwise.

3. Planned schedule for Delisting from Nasdaq and Deregistration with the SEC:

February 25, 2026	Notice of voluntary delisting to NASDAQ.
March 9, 2026 (planned)	Filing of Form 25 with the SEC for delisting of Class A common shares from NASDAQ
March 19, 2026 (planned)	Delisting from NASDAQ to become effective.
March 19, 2026  (planned)	Filing of Form 15 with the SEC for deregistration with the SEC. Suspension of the duty to file reports under the Securities Exchange Act of 1934, as amended (including 20-F and 6-ks) becomes effective immediately upon filing of Form 15.

Zenvia reserves its right in all aspects to postpone or withdraw the above filings prior to their effectiveness; if necessary, Zenvia will make any further announcement as required by the Nasdaq listing standards and other applicable laws.

* * *

Contacts

Investor Relations

Piero Rosatelli

ir@zenvia.com

About ZENVIA

Zenvia (NASDAQ: ZENV) is a technology company that offers end-to-end Artificial Intelligence (AI) solutions for customer experience (CX), enabling businesses to sell more and provide better service across all digital channels, with a particular focus on WhatsApp, Instagram, and TikTok. With 22 years of expertise, over 10,000 clients, and a presence throughout Latin America, Zenvia empowers businesses across all sectors to strengthen their brands, increase sales, and improve customer service. This results in greater operational efficiency, productivity, and outcomes – all in one place. To learn more, visit our website and follow our profiles on LinkedIn, Instagram, TikTok, and YouTube.

Forward-Looking Statements

This current report on Form 6-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements were based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. Words such as "expect," "anticipate," "should," "believe," “plan,” "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Zenvia’s control, including those under “Risk Factors” on Zenvia`s annual report on Form 20-F. There may be additional risks that Zenvia currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements, and Zenvia assumes no obligation to update these forward-looking statements.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 11.2 KB