Capital B Share Consolidation: 10 to 1 Ratio to Attract Institutional Investors

Capital B officially launched its share consolidation on September 8, 2026, with a ratio of 10 old shares for one new share, a move designed to make the company listed on Euronext Growth Paris more appealing to institutional investors. The company, which describes itself as Europe's first Bitcoin Treasury Company, aims to broaden its shareholder base at a time when its Bitcoin reserves continue to grow steadily.

Summary

• Key Points
• Capital B executes a 10 to 1 share consolidation to support institutional growth
  • Objectives and strategies of the consolidation
  • Changes in the number of shares and nominal value
• Market timing and operational details of the consolidation
  • Suspension and resumption dates for trading
  • Settlement procedure and management of irregular lots
• Adjustments for convertible bonds and warrants
  • Suspension period for conversions and exercises
  • New conversion ratios and exercise prices
• Other considerations for shareholders and company profile
  • Sale of irregular lots and compensations
  • Focus of Capital B and risk references
• FAQ
  • What is the share consolidation ratio of Capital B?
  • Why did Capital B execute the share consolidation?
  • How were convertible bonds and warrants impacted by the consolidation?
  • When did the new shares resulting from the consolidation start trading on Euronext Growth?

Key Points {#Key_Points}

• The consolidation converts 382,506,040 old shares with a nominal value of €0.08 into 38,250,604 new shares with a nominal value of €0.80, with full voting rights.
• The old shares ceased trading on Euronext Growth Paris on September 7, 2026; the new shares are operational from September 8 under ISIN code FR0014019Y19.
• Delivery of the new shares (settlement-delivery) is expected on September 10, 2026.
• Conversions and exercises of convertible bonds and warrants are suspended from August 17 to September 10, 2026.
• The conversion ratios and exercise prices of financial instruments have been adjusted to reflect the new capital structure.

Capital B executes a 10 to 1 share consolidation to support institutional growth {#Capital_B_executes_a_10_to_1_share_consolidation_to_support_institutional_growth}

The share consolidation of Capital B responds to a specific goal: to make the stock more robust in the eyes of large investors and to expand its audience. This is the same declared purpose of the company, which speaks of supporting institutional development and opening up to a broader universe of subscribers.

Objectives and strategies of the consolidation {#Objectives_and_strategies_of_the_consolidation}

A too high number of shares and a too low nominal value tend to discourage institutional funds, often bound by minimum price thresholds or internal policies on the liquidity of securities. By raising the nominal value and reducing the number of shares in circulation, Capital B seeks to align its stock profile with that required by this category of investors, without affecting the economic substance of each shareholder's participation.

Changes in the number of shares and nominal value {#Changes_in_the_number_of_shares_and_nominal_value}

In fact, the operation exchanged 10 ordinary shares with a nominal value of €0.08 each for a single new share valued at €0.80, maintaining full voting rights. The 382,506,040 old shares as of September 7, 2026, have thus transformed into 38,250,604 new shares, a ratio that keeps the overall value of the share capital unchanged but alters its granularity.

Market Timing and Operational Details of the Consolidation

The transition from old to new shares on Euronext Growth Paris occurred without any action required from shareholders, who automatically found themselves in possession of the new securities according to the schedule set by the company.

Suspension and Resumption Dates for Trading

The old shares, traded under ISIN code FR0011053636, ceased their market life on September 7, 2026, the last trading day. The new shares became tradable on the same exchange starting September 8, 2026, under the new ISIN FR0014019Y19. The record date was set for September 9, while the actual delivery of the securities took place on September 10, 2026.

Settlement Procedure and Management of Odd Lots

Not all shareholders own an exact multiple of 10 old shares, and therefore the company has provided a mechanism for managing residual fractions. The new shares that cannot be individually allocated, corresponding to rights that form odd lots, will be sold on the market by the depositary intermediaries; the proceeds will then be distributed proportionally to the interested holders starting from September 14, 2026, in accordance with articles L.228-6-1 and R.228-12 of the French Commercial Code.

Adjustments of Convertible Bonds and Warrants

The share consolidation inevitably impacts the financial instruments linked to Capital B shares, particularly the outstanding convertible bonds and warrants, the terms of which have been revised to remain consistent with the new capital structure.

Suspension Period for Conversions and Exercises

To avoid misalignments during the transition phase, the ability to convert bonds issued by Capital B Luxembourg SA and to exercise warrants issued by the parent company has been suspended from 00:01 on August 17, 2026, to 23:59 on September 10, 2026. The resumption of the exercise of these instruments is set for September 11, 2026, according to the indicative schedule released by the company.

New Conversion Ratios and Exercise Prices

The convertible bonds OCA A-03, A-04, A-05, B-02, B-03, and B-04, along with the series of warrants BSA 2026-01 to BSA 2026-08, have had their respective conversion ratios and subscription prices recalculated, all anchored to the mNAV parameter or fixed thresholds in euros according to the instrument. For the three tranches of warrants linked to the recent private placements with Adam Back, each warrant will entitle the holder to one-tenth of a post-consolidation share, with exercise prices for consolidated shares set at €7.50 for Warrants 2026-06, €9.80 for Warrants 2026-07, and €12.70 for Warrants 2026-08, each tranche expiring in five years. Capital B may initiate an early exercise if the VWAP of the stock exceeds 130% of the exercise price for 20 consecutive trading days; in that case, holders would have an additional 20 days to exercise the warrants before they become void. If all 197.6 million warrants issued with the two private placements were exercised under pre-consolidation conditions, the company would raise up to €185.25 million in additional capital.

The new modalities will be formally confirmed to holders once the suspension period is over, in compliance with applicable legal, regulatory, and contractual provisions. There is also the possibility for those holding bonds or warrants to pay a cash adjustment if the conversion or exercise generates a non-integer number of shares.

Other Considerations for Shareholders and Company Profile

In addition to the technical aspects related to the new Capital B shares, the operation brings with it some practical implications for those holding fractional lots and for those wanting to understand the strategic positioning of the company.

Sale of Irregular Lots and Indemnities

Those who find themselves with a fractional capital share do not need to take active measures: their financial intermediary will handle the sale on the market and the subsequent proportional distribution of the proceeds, with indemnity operations starting from September 14, 2026. Capital B encourages anyone with questions to contact their intermediary directly.

Focus of Capital B and Risk References

Capital B describes itself as a Bitcoin Treasury Company listed on Euronext Growth Paris, with subsidiaries specializing in consulting and development in Data Intelligence, artificial intelligence, and decentralized technologies, in addition to managing corporate treasury. The company reminds that the risk factors related to its activities are described in the 2025 annual report, available for free on its website, and that the realization of such risks could negatively impact its activities, financial situation, results, or development prospects.

FAQ

What is the share consolidation ratio of Capital B?

Capital B has consolidated its shares at a ratio of 10 old shares for 1 new share, effective from September 8, 2026.

Why did Capital B execute the share consolidation?

The operation is designed to support the institutional development of the company and expand the base of investors interested in the stock.

How were the convertible bonds and warrants impacted by the consolidation?

The conversion rates and subscription prices of convertible bonds and warrants have been adjusted to reflect the consolidation, and the related exercise and conversion rights have been suspended from August 17 to September 10, 2026.

When did the new shares resulting from the consolidation start trading on Euronext Growth? {#When_hanno_iniziato_a_essere_negoziate_su_Euronext_Growth_le_nuove_azioni_risultanti_dal_raggruppamento}

The new shares began trading on Euronext Growth Paris on September 8, 2026, with the new ISIN code FR0014019Y19.

Content created with the assistance of artificial intelligence and human editorial review.