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Reverse stock split

A reverse stock split is a corporate action whereby a company decreases the number of its outstanding shares by consolidating multiple shares into one, resulting in proportionally higher share prices while preserving the company's overall market capitalization.^[1]^[2] For instance, in a 1-for-10 reverse split, every 10 shares held by shareholders are exchanged for 1 share, effectively multiplying the pre-split share price by 10.^[1]^[2] Companies typically pursue reverse stock splits to meet minimum share price requirements imposed by stock exchanges, such as the $1 per share threshold mandated by the NYSE and Nasdaq, thereby avoiding delisting.^[1]^[2] Other motivations include enhancing the stock's appeal to institutional investors who may avoid low-priced shares and improving perceptions of financial stability, though it does not alter the company's fundamental value or address underlying operational issues.^[3]^[2] While reverse splits can temporarily boost share prices and liquidity in certain contexts, they often signal potential financial distress, leading to negative investor sentiment and possible further price declines post-split.^[1]^[2] Shareholders are generally unaffected in terms of proportional ownership, but those with small holdings may receive cash payments for fractional shares rather than partial ownership, and the process requires disclosure through SEC filings like Form 8-K or proxy statements.^[2] Notable examples include AT&T's 1-for-5 reverse split in 2002 to facilitate a spinoff, and Barnes & Noble Education's 1-for-100 split in 2024, which raised its share price from around $0.10 to around $10.^[1]^[4]

Definition and Basics

Definition

A reverse stock split is a type of corporate action where a company decreases the number of its outstanding shares outstanding by consolidating multiple shares into fewer shares, which proportionally increases the price per share while preserving the company's overall market capitalization.^[1]^[5]^[6] The primary purpose of this action is to elevate the nominal share price without changing the aggregate equity value of the company.^[1] Key characteristics include its expression as a specific ratio, such as 1-for-10, indicating that every 10 existing shares are combined into 1 new share; it is authorized by the company's board of directors; and it takes effect on a predetermined date.^[1]^[5] This process stands in contrast to a forward stock split, which increases the number of shares outstanding.^[7]

Comparison to forward stock split

A forward stock split, also known as a traditional stock split, is a corporate action in which a company increases the number of its outstanding shares by issuing additional shares to existing shareholders, thereby proportionally decreasing the price per share while preserving the overall market capitalization.^[7] For instance, in a 2-for-1 forward split, each share is divided into two, doubling the total shares outstanding and halving the share price, making the stock more affordable and potentially increasing liquidity.^[8] Reverse stock splits and forward stock splits share fundamental principles, as both are mechanisms that adjust the number of shares and the corresponding share price without altering the company's total market value or the proportional ownership stakes of shareholders.^[9] Inherently, neither type of split creates or destroys shareholder value, since the aggregate equity position remains unchanged; for example, if a shareholder owns 100 shares worth $10 each before a split, their holdings post-split will reflect the same $1,000 total value.^[7] The primary differences between the two lie in their directional effects and typical applications: a reverse stock split consolidates shares to elevate the per-share price, often targeting low-priced stocks to meet exchange minimums or improve perceived attractiveness, whereas a forward stock split subdivides shares to lower the price, enhancing accessibility for retail investors and signaling robust company performance.^[10] Additionally, forward splits are generally viewed positively as indicators of growth and confidence, potentially boosting trading volume, while reverse splits frequently signal underlying distress, such as financial challenges, which may lead to negative market reactions.^[9] Although rare, companies may employ both forward and reverse splits in sequence under specific circumstances, such as restructuring share structures for strategic or regulatory purposes, but this combined approach does not alter the inverse relationship between the two actions.^[7]

Mechanics of Implementation

Step-by-step process

The process of executing a reverse stock split begins with the company's board of directors approving the proposal, typically initiated by management to address specific corporate objectives. This approval often involves consultation with shareholders, as many state corporate laws and company bylaws require shareholder consent through a vote at a special meeting or via proxy solicitation.^[9]^[2] Following board approval, the company selects a consolidation ratio, such as 1-for-5 or 1-for-10, based on the desired post-split share price and strategic goals. This ratio determines how many existing shares will be exchanged for a single new share, and it is finalized after considering factors like exchange listing standards and market conditions.^[1] The company then publicly announces the reverse stock split, filing a Form 8-K with the U.S. Securities and Exchange Commission (SEC) to disclose key details including the ratio, rationale, and anticipated timeline. If shareholder approval is required, a proxy statement on Schedule 14A is filed with the SEC to solicit votes, providing shareholders with information on the proposal. For over-the-counter (OTC) companies, a notice must be submitted to the Financial Industry Regulatory Authority (FINRA) at least 10 days before the record or effective date. Nasdaq-listed companies must submit a Company Event Notification Form to the exchange at least 10 calendar days prior to the proposed effective date, including approval dates, the ratio, and a draft public disclosure issued at least two business days in advance.^[2]^[9]^[11] Next, the company establishes a record date, which determines shareholder eligibility based on ownership as of that date, and an effective date, when the split takes place. The company's transfer agent automatically consolidates the shares on the effective date, adjusting accounts held in brokerage firms without manual intervention from most investors.^[1]^[9] After the effective date, post-split adjustments are made, including updating share certificates, stock options, warrants, and other equity instruments to reflect the new ratio. Fractional shares resulting from the consolidation are typically redeemed for cash payments equivalent to the fractional portion's value at the closing price on the day before the effective date, avoiding the issuance of partial shares.^[1]^[9] The entire process typically spans 1 to 3 months from initial announcement to effectiveness, though this can vary based on shareholder voting requirements, regulatory reviews, and exchange notifications; for instance, Nasdaq provides issuers up to 180 days to regain compliance with minimum bid price rules following a split.^[1]^[11]

Mathematical effects on shares and price

In a reverse stock split, the number of outstanding shares held by each shareholder is reduced proportionally according to the split ratio, denoted as 1:R where R > 1 is the consolidation factor. If a shareholder originally holds N shares, the post-split number of shares is given by N' = \frac{N}{[R](/page/R)}.^[1]^[12] Concurrently, the share price adjusts upward by the same factor to maintain proportionality, so if the pre-split price is P, the post-split price becomes P' = P \times [R](/page/R).^[1]^[12] This adjustment occurs automatically at the open of trading on the effective date, assuming no immediate market reaction.^[1] The market capitalization of the company remains theoretically unchanged by these adjustments, as the reduction in shares is offset by the increase in price per share. The total value before the split is V = N \times P, and after the split, it equals V' = N' \times P' = \left( \frac{N}{R} \right) \times (P \times R) = N \times P = V.^[1]^[12] This preservation holds in the absence of trading frictions or sentiment-driven price movements.^[1] Derivatives such as stock options and warrants are also adjusted to reflect the split ratio, ensuring their economic value remains equivalent. For these instruments, the number of underlying shares deliverable upon exercise is scaled down by 1/R, while the exercise (strike) price is multiplied by R.^[13] For example, in a standard option contract covering 100 shares pre-split, a 1:10 reverse split would adjust it to cover 10 shares with the strike price increased tenfold.^[13] Similarly, declared dividends per share, if any, would be structured post-split to increase by a factor of R to align with the higher share price, though total dividend payouts depend on company policy.^[1] Fractional shares arise when the pre-split holdings do not divide evenly by R, and companies typically do not issue partial shares. Instead, shareholders receive a cash payment equivalent to the value of the fractional portion, calculated as C = f \times P', where f is the fractional amount (0 < f < 1) and P' is the post-split price.^[2]^[1] No additional shares are issued for fractions, and this cash-in-lieu is treated as a sale for tax purposes in many jurisdictions.^[2] To illustrate, consider a shareholder with 100 shares trading at $1 each, for a total value of $100. In a 1-for-10 reverse split (R=10), the holdings consolidate to 10 shares at $10 each, preserving the $100 value.^[1] If the original holdings were 105 shares, the result would be 10 full shares plus a 0.5 fractional share, redeemed for $5 cash (0.5 × $10), yielding a total post-split value of $105.^[2]^[1]

Reasons for Conducting a Reverse Stock Split

Meeting stock exchange listing requirements

Major stock exchanges impose minimum bid price requirements to ensure listed securities maintain a certain level of market viability and investor interest. The Nasdaq Stock Market requires that a company's common stock maintain a closing bid price of at least $1.00 per share under Listing Rule 5550(a)(2).^[14] If the bid price falls below this threshold for 30 consecutive business days, Nasdaq issues a deficiency notice, triggering a compliance period of 180 calendar days during which the company must regain compliance by achieving a $1.00 closing bid price (or higher, depending on other standards) for at least 10 consecutive business days.^[15] Similarly, the New York Stock Exchange (NYSE) mandates that listed companies maintain an average closing price of at least $1.00 per share over a 30 consecutive trading day period, with non-compliance leading to a potential six-month cure period before delisting proceedings commence.^[16] Failure to meet these standards can result in delisting, which limits a company's access to capital markets, reduces visibility, and often leads to trading on over-the-counter markets with lower liquidity and higher volatility.^[17] Companies facing delisting risks due to persistently low share prices—commonly referred to as penny stocks trading below $5 per share—frequently resort to reverse stock splits as a mechanism to artificially elevate the per-share price and restore compliance.^[11] However, rule amendments approved by the SEC in January 2025 limit the use of reverse stock splits for regaining compliance if a company has effectuated one within the prior 12 months or two or more within the prior three years.^[18] This approach consolidates outstanding shares, proportionally increasing the price without altering the company's overall market capitalization, thereby satisfying the minimum bid price threshold during the grace period.^[19] For instance, a 1-for-10 reverse split would multiply the share price by 10, potentially lifting a $0.50 stock above the $1.00 requirement in a single action. Such splits are particularly prevalent among smaller or distressed firms in volatile sectors, where organic price recovery proves challenging.^[18] Empirical studies indicate that regulatory compliance is a primary driver for a substantial portion of reverse stock splits. According to a survey-based analysis, approximately 26% of firms conducting reverse splits cited satisfying exchange or regulatory requirements—such as minimum bid price rules—as a key motivation.^[20] This aligns with broader market trends, where delisting avoidance accounts for a significant share of such corporate actions annually, reflecting the ongoing pressure from exchange oversight to uphold listing standards.^[21] One primary motivation for conducting a reverse stock split is to elevate the nominal share price, thereby making the stock more appealing to institutional investors who often impose internal policies restricting investments in low-priced securities classified as penny stocks. Many mutual funds and other institutional portfolios avoid stocks trading below $5 per share due to risk management guidelines and the perceived stigma of penny stocks, which are typically defined by the SEC as securities trading below $5 and associated with higher volatility and speculative trading. By increasing the share price through a reverse split, companies aim to remove these barriers, potentially broadening the investor base and facilitating greater institutional ownership.^[22] Reverse stock splits can also enhance a company's visibility among financial analysts, as higher share prices are empirically linked to increased research coverage. Low-priced stocks often receive limited analyst attention due to their association with smaller, less liquid firms, whereas elevated prices signal a more established profile that warrants scrutiny. Research indicates that reverse splits may incentivize brokerage firms to initiate coverage, as the resulting wider bid-ask spreads post-split can generate higher trading commissions, indirectly boosting analyst interest and information dissemination. This heightened coverage is intended to signal corporate restructuring efforts, fostering a perception of improved governance and operational focus among market participants.^[21] From a psychological standpoint, the higher nominal price achieved via a reverse stock split imparts a sense of legitimacy and stability to the stock, countering the negative optics of low-priced shares that evoke images of distress or speculation. Investors often exhibit money illusion, where nominal values influence perceptions of value independently of fundamentals; thus, a post-split price increase can reduce the stigma of volatility and make the equity appear more premium and trustworthy. This perceptual shift aims to mitigate selling pressure from retail investors wary of "cheap" stocks and encourage holding or new purchases based on enhanced prestige. Empirical studies reveal that while reverse stock splits often produce an initial nominal price uplift that supports these attractiveness goals, the market response is typically negative in the short term, with cumulative abnormal returns around announcement dates averaging -5.19% and -7.54% on ex-dates. Over longer horizons, such actions frequently lead to declines if underlying fundamentals remain unchanged, as evidenced by one-year buy-and-hold abnormal returns of -10.76% and three-year returns of -33.90%, underscoring that sustained value enhancement depends on broader improvements rather than the split alone.^[21]^[23]

Other strategic motivations

Companies may implement a reverse stock split to prepare for mergers or acquisitions by simplifying their share structure and eliminating minority shareholders, thereby facilitating smoother deal execution and attracting potential buyers. In squeeze-out transactions, a high-ratio reverse split can consolidate ownership by converting small holdings into fractional shares that are cashed out, providing majority shareholders with greater control and reducing post-merger complications. For instance, in the 1974 case of Teschner v. Chicago Title & Trust Co., a 600-to-1 reverse split served as a "mop-up" mechanism following a tender offer to achieve going-private status and eliminate remaining minority interests. Similarly, the 1982 Cross v. Communication Channels, Inc. involved a reverse split to remove a 5% minority stake, enhancing operational flexibility for the acquiring entity. This approach offers certainty in ownership consolidation and minimizes dissenting shareholder interference during integration.^[24]^[25] Reverse stock splits can also reduce administrative costs by decreasing the number of outstanding shares and shareholders, particularly small holders who generate disproportionate expenses. Fewer shares lower the burden on transfer agents, proxy distribution, and record-keeping, as companies avoid servicing numerous fractional or low-value accounts. In a 2006 case approved by the Office of the Comptroller of the Currency, Albany Bank and Trust Company executed a 1-for-8,436 reverse split to consolidate ownership and cut costs associated with shareholder communications and meetings for its 185,592 pre-split shares. Legal analyses further note that repurchasing fractional shares post-split achieves administrative economies by simplifying dividend calculations and voting processes, effectively freezing out minor investors without issuing complex certificates. Such measures are especially beneficial for smaller firms aiming to deregister under SEC rules by reducing shareholders below 300, thereby avoiding ongoing reporting fees estimated at $25,000 annually in legal and accounting costs.^[26]^[27]^[25] A reverse stock split may signal management's intent to pursue a turnaround or cost-cutting measures, though it is often interpreted skeptically by investors as an indicator of underlying distress. Managers frequently frame the action positively in announcements, emphasizing improved liquidity or restructuring to counter perceptions of weakness, with the split ratio serving as a credible signal due to its associated costs. Empirical studies show that firms in financial distress use reverse splits to buy time for recovery, such as avoiding delisting while implementing operational changes, but post-announcement returns average -8.58% for low-priced stocks, reflecting market doubt in the turnaround narrative. For example, research on 1,956 splits from 1962 to 2003 found that 384 firms cited regulatory pressures as a motivation, linking the split to broader efforts at stabilization, yet 247 delisted within 250 days, underscoring the signal's mixed reception.^[21] In international contexts, reverse stock splits help align share structures with foreign exchange rules or global investor preferences, particularly by elevating prices to avoid perceptions of risk associated with low-priced "penny" stocks. Institutional investors, including those from international markets, often avoid sub-$5 shares due to internal policies or liquidity concerns, making a higher post-split price more appealing for cross-border portfolios. This strategy facilitates compliance with overseas listing standards, such as minimum price thresholds on exchanges like the Toronto Stock Exchange, and enhances attractiveness in regions where nominal share prices influence investor sentiment, as observed in eurozone countries post-1999 adoption. By broadening appeal to global funds, companies can improve access to diverse capital sources without altering fundamental value.^[21]^[28]

Impacts on Shareholders and the Company

A reverse stock split maintains the proportionality of each shareholder's ownership stake in the company, as the number of shares held by every investor is reduced by the same ratio applied across all outstanding shares.^[2] For instance, in a 1-for-10 reverse split, an investor holding 100 shares would end up with 10 shares, preserving their exact percentage of total equity ownership relative to other shareholders.^[1] The intrinsic value of a shareholder's holdings remains unchanged by the reverse split, since the reduction in share count is offset by a proportional increase in the per-share price, ensuring the total market value of their position stays the same.^[2] As an example, 100 shares valued at $1 each would consolidate into 10 shares valued at $10 each in a 1-for-10 split, with no net alteration to the shareholder's overall equity position.^[1] Fractional shares arise when a shareholder's pre-split holdings do not divide evenly by the split ratio, and these are typically resolved through cash payments in lieu of the fractional portion rather than issuing partial shares.^[2] This cash-out process can result in a minor reduction in ownership for affected shareholders, as they receive monetary compensation equivalent to the fractional value at the post-split price, potentially eliminating small stakes entirely.^[29] Voting rights and dividend entitlements are adjusted proportionally to the reduced share count, thereby preserving each shareholder's pre-split economic interests and influence on corporate decisions.^[30] For example, if a shareholder previously held voting power equivalent to 1% of total shares, their post-split shares would continue to represent that same 1% after the adjustment.^[2]

Potential market and liquidity consequences

A reverse stock split mechanically boosts the share price by consolidating outstanding shares, creating an immediate upward adjustment proportional to the split ratio. However, this effect is typically transient, as market reactions often result in negative abnormal returns shortly after the effective date, with one study documenting an average decline of -5.91% across a sample of firms. Without accompanying fundamental improvements in company performance, share prices frequently continue to erode, underscoring the cosmetic nature of the adjustment.^[31] The fewer shares outstanding following a reverse stock split can diminish overall trading volume, as the higher per-share price may deter smaller retail investors and reduce share affordability. This potential liquidity reduction manifests in wider bid-ask spreads and heightened price volatility, particularly for thinly traded stocks, though empirical evidence is mixed with some analyses showing improved adjusted liquidity metrics like narrower relative spreads in certain contexts. For instance, one examination of reverse splits found increased daily trading volume post-split but higher effective spreads for larger trades, indicating uneven liquidity impacts.^[32] Reverse stock splits are commonly viewed by investors as a signal of financial distress or operational challenges, fostering negative sentiment that exacerbates selling pressure. Empirical research confirms this perception, with announcement returns reflecting adverse information about future earnings prospects and generating statistically significant negative market responses. This reputational stigma often amplifies downward price momentum, as institutional investors interpret the action as a last-resort measure rather than a strategic enhancement.^[33] Research consistently demonstrates that reverse-split stocks underperform market benchmarks in the period following implementation, with broad underperformance rates exceeding 50% in long-term analyses. For example, a study of 1,612 firms reported average buy-and-hold abnormal returns of -12.7% over one year, escalating to -22.7% over three years relative to size- and book-to-market-adjusted benchmarks. Another analysis of approximately 1,600 companies found that the typical stock underperformed the broad market by 50% on a risk-adjusted basis over three years, highlighting the persistent negative outcomes absent substantive corporate recovery.^[34]^[35]

Tax and accounting considerations

A reverse stock split is generally tax-neutral for shareholders under U.S. federal income tax rules, as it qualifies as a nontaxable recapitalization under Section 368(a) of the Internal Revenue Code and does not create an immediate taxable event, similar to a forward stock split.^[36] This treatment preserves the shareholders' proportionate ownership interest without recognizing gain or loss at the time of the split.^[37] However, shareholders must adjust their tax basis in the stock to reflect the change; the aggregate basis in the pre-split shares is reallocated proportionally to the post-split shares, increasing the basis per share by the reverse split ratio (e.g., for a 1-for-10 split, the basis per new share equals the total basis of the 10 old shares).^[38] An exception arises with fractional shares, which are typically cashed out rather than issued. The receipt of cash in lieu of a fractional share is treated by the IRS as a taxable sale of that fraction, potentially resulting in capital gain or loss calculated as the difference between the cash payment and the portion of the adjusted basis attributable to the fractional share.^[39] This tax consequence applies only to the fractional portion and does not affect the basis adjustment for the whole shares received.^[36] Non-U.S. shareholders may face additional withholding taxes on such cash payments if subject to U.S. tax rules.^[36] From an accounting standpoint, a reverse stock split has no substantive impact on a company's total shareholders' equity, as it merely consolidates the number of shares outstanding without altering the underlying economic substance.^[40] Under U.S. GAAP (ASC 505-20), the par or stated value per share is multiplied by the reverse split ratio, with an offsetting adjustment to additional paid-in capital to keep total equity unchanged; no entry is required in retained earnings unless legally mandated.^[41] IFRS applies a parallel treatment under IAS 33, viewing the split as a change in the presentation of equity without affecting its measurement or requiring restatement of prior equity balances.^[40] In financial reporting, the reverse stock split is disclosed in the notes to the financial statements, with effects reflected prospectively from the split date. Earnings per share (EPS) and other per-share metrics for prior periods are adjusted retrospectively as if the split occurred at the beginning of the earliest period presented, but historical balance sheets and income statements are not restated for the reduced share count.^[42] This ensures comparability without implying a change in historical performance.^[43] Companies must also report the tax basis allocation guidance to shareholders via IRS Form 8937 if the split affects basis tracking.^[38]

Historical and Notable Examples

Prominent corporate cases

In the period from 2000 to 2025, reverse stock splits became a recurring strategy among U.S. companies, particularly in the finance, technology, and retail sectors, where firms facing share price erosion from economic downturns, regulatory scrutiny, or competitive pressures sought to consolidate shares to maintain exchange listings and improve market perception.^[44]^[45] Citigroup Inc., a major financial institution, implemented a 1-for-10 reverse stock split effective May 9, 2011, amid its recovery from the 2008 financial crisis.^[46]^[47] The action reduced the number of outstanding shares significantly, elevating the per-share price from around $4.50 to approximately $45, primarily to satisfy New York Stock Exchange minimum price requirements and signal renewed stability to investors following heavy losses and government intervention.^[48]^[49] American International Group (AIG), another finance giant battered by the same crisis, executed a 1-for-20 reverse stock split on July 1, 2009, shortly after receiving a massive government bailout.^[50]^[51] This consolidation addressed extreme share dilution from the bailout, which had inflated outstanding shares to over 10 billion, and aimed to boost the stock price from a pre-split close of $1.16 to comply with exchange standards while simplifying the capital structure.^[52]^[53] In the retail sector, Rite Aid Corporation, a pharmacy chain grappling with declining sales and competitive headwinds, approved a 1-for-20 reverse stock split effective April 22, 2019, to avert delisting from the New York Stock Exchange due to its share price falling below the $1 minimum threshold.^[54]^[55] The move, enacted during broader industry pressures including the opioid crisis and shifting consumer behaviors, reduced outstanding shares by about 95% and was intended to enhance the stock's appeal amid ongoing operational challenges.^[56]^[57] More recently, in the education retail sector, Barnes & Noble Education implemented a 1-for-100 reverse stock split in 2024, raising its share price from under $1 to around $20 to meet listing requirements.^[1] In the electric vehicle industry, Lucid Group executed a reverse stock split effective September 2, 2025, amid efforts to maintain Nasdaq compliance as its shares traded below $1.^[58]

Outcomes and lessons learned

Empirical evidence on reverse stock splits reveals a pattern of short-term price stabilization or modest gains immediately following the event, often driven by the mechanical increase in per-share value, but long-term underperformance is common relative to market benchmarks. Studies have documented significant negative abnormal returns following reverse splits, attributing this to market underreaction to signals of underlying distress.^[59] For example, Citigroup's 1-for-10 reverse split in May 2011 lifted its adjusted share price from approximately $4.50 to around $45 initially, with nominal gains to about $100 as of November 2025; however, this trailed the S&P 500's more than fivefold increase over the same period, highlighting relative underperformance amid ongoing sector challenges.^[60]^[61] Broader analyses confirm elevated failure rates, with Vihriälä (2016) reviewing 1,206 reverse splits from 1995 to 2011 and finding that only 41% of firms survived independently for five or more years; among the 59% that did not, 20% were acquired while 80% faced delisting due to bankruptcy or listing noncompliance.^[62] Non-surviving firms averaged just 20.9 months of post-split viability, with poorer pre-split operating performance and higher leverage accelerating delisting.^[62] Success in reverse splits hinges on pairing the action with substantive operational enhancements, such as cost reductions or revenue growth initiatives, to address root causes like declining earnings; without these, unresolved fundamentals—evident in high-leverage or low-sales-growth firms—typically precipitate failure, as larger firms with stronger pre-split metrics are more prone to favorable acquisition outcomes rather than delisting.^[62] Neuhauser and Thompson (2014), in a related examination of survival determinants, reinforce that proactive fundamental improvements distinguish surviving firms from those that falter.^[63] Investors should view reverse splits as rare harbingers of positive inflection, given their strong correlation with distress; the persistent high delisting risk—exemplified by nearly 60% non-survival rates within five years in comprehensive samples—necessitates rigorous evaluation of accompanying business strategies to avoid value erosion.^[62] To counter the inherent negative signaling, companies are advised to employ transparent communication strategies, articulating the split's objectives (e.g., exchange compliance) alongside detailed plans for operational turnaround, ideally developed in coordination with investor relations professionals to foster market confidence and reduce volatility.^[64]

Legal and Regulatory Framework

Governing regulations and approvals

In the United States, the Securities and Exchange Commission (SEC) does not require prior approval for a reverse stock split, as it is primarily a corporate action governed by state law and the company's articles of incorporation or bylaws.^[65] However, companies must comply with Sections 13 and 14 of the Securities Exchange Act of 1934, which mandate periodic reporting of material changes to the company's capital structure under Section 13 and proxy solicitations for shareholder approval if required under Section 14. Stock exchanges impose additional oversight through their listing rules. Shareholder approval for a reverse stock split is generally required under applicable state law if it necessitates an amendment to the certificate of incorporation, but exchanges do not impose separate approval mandates for the split itself. For instance, the New York Stock Exchange (NYSE) requires compliance with state law and its rules under Section 312 for any related issuances that may require shareholder approval, such as if the action involves dilutive elements altering voting rights or other fundamental terms. Similarly, Nasdaq does not mandate shareholder approval for reverse stock splits under Listing Rule 5635, which applies to certain dilutive issuances; however, if the split is accompanied by an increase in authorized shares as part of a transaction exceeding 20% of outstanding shares, approval may be triggered under that rule.^[66] These exchange rules ensure that reverse stock splits align with listing standards, with notifications required at least 10 calendar days in advance for Nasdaq issuers. Recent updates as of 2025 have restricted the use of reverse stock splits to address minimum bid price deficiencies. In October 2024, the SEC approved amendments to Nasdaq Listing Rule 5810(c)(3)(A), which eliminate automatic compliance periods if a reverse split causes noncompliance with other standards (e.g., minimum public holders) and limit eligibility for companies with prior splits or low-price histories.^[65] Similarly, in January 2025, the SEC approved NYSE amendments to Section 802.01C, prohibiting reverse splits for price compliance if the company effected one within the prior year or multiple high-ratio splits in two years, potentially leading to immediate delisting proceedings.^[67] Internationally, regulations vary by jurisdiction without a universal approval mechanism, but local filings and disclosures are typically required. In the European Union, the Prospectus Regulation (EU) 2017/1129 exempts shares issued in substitution for existing shares of the same class—such as in a reverse stock split—without increasing capital from prospectus requirements, though material disclosures must still be provided if the action affects trading on a regulated market.^[68] For UK companies on the Alternative Investment Market (AIM), the AIM Rules for Companies under Rule 10 require immediate notification of any corporate action like a share consolidation via a Regulatory Information Service, with advance submission of timetables under Rule 24, but no prior shareholder approval unless it constitutes a fundamental change or reverse takeover.^[69] In Canada, the Toronto Stock Exchange (TSX) generally requires shareholder approval for share consolidations if they alter share structure terms, per TSX Company Manual Section 402. In Australia, the ASX Listing Rules mandate disclosure via announcements but no mandatory approval unless required by the company's constitution. Anti-fraud provisions under SEC Rule 10b-5 further govern reverse stock splits by prohibiting any manipulative or deceptive practices in connection with the purchase or sale of securities, including schemes with intent to defraud through misleading representations of the split's purpose or effects.^[70] This ensures that reverse stock splits are not used to artificially inflate share prices or mislead investors about the company's financial health.

Disclosure and shareholder voting requirements

Public companies subject to Securities and Exchange Commission (SEC) reporting requirements must promptly disclose a reverse stock split through a Current Report on Form 8-K, filed within four business days after the board's determination to implement the split or the occurrence of a material event related to it.^[71] This filing serves to inform investors and the market of the action, including details on the effective date and mechanics of the split.^[2] When shareholder approval is required, companies file a definitive proxy statement on Schedule 14A with the SEC, typically in advance of the stockholder meeting to solicit votes on the proposed amendment to the certificate of incorporation. The proxy statement must adhere to Regulation 14A under the Securities Exchange Act of 1934, providing comprehensive information to enable informed voting. Shareholder voting is generally mandated under state corporate laws, such as the Delaware General Corporation Law (DGCL), when the reverse stock split necessitates an amendment to the company's certificate of incorporation, which is common for implementing the split ratio and handling fractional shares.^[72] Prior to August 1, 2023, DGCL Section 242 required approval by a majority of the outstanding shares entitled to vote; amendments effective that date lowered the threshold to a majority of the shares present at the meeting (assuming a quorum), provided the split proportionally reduces authorized shares and applies uniformly.^[73] No vote is needed if the company's governing documents authorize the board to effect the split without amendment, though this is atypical for ratios exceeding minor adjustments.^[2] Disclosures in both Form 8-K and Schedule 14A must detail the proposed split ratio (e.g., 1-for-10), the rationale (such as regaining compliance with stock exchange minimum bid price rules), potential risks (including reduced liquidity, delisting threats if unsuccessful, or adverse market perceptions), and the board's recommendation in favor of the proposal.^[74] These elements ensure transparency, with the proxy statement often including the full text of the proposed charter amendment and effects on share ownership.^[75] Exemptions from voting apply under DGCL for non-material changes or small ratios where the board's authority suffices without charter amendment, or if the split meets specific conditions like uniform application to all shares without increasing authorized capital.^[73] State laws like DGCL prioritize these mechanisms to balance governance with operational efficiency, subject to the company's articles of incorporation.^[72]

References

[1]
Reverse Stock Split: What It Is, How It Works, and Examples
Oct 8, 2024 · A reverse stock split consolidates the number of existing shares of corporate stock into fewer—and proportionally more valuable—shares.What Is a Reverse Stock Split? · Advantages and Disadvantages · Example
[2]
Reverse Stock Splits | Investor.gov
When a company completes a reverse stock split, each outstanding share of the company is converted into a fraction of a share.
[3]
Reverse Stock Split: Reasons, Impacts, and Investor Implications
A reverse stock split is a type of corporate action that consolidates a company's number of shares outstanding into fewer higher-priced—shares.What Is a Reverse Stock Split? · How It Works · Why Companies Opt for...
[4]
Reverse Stock Splits | Investor.gov
When a company completes a reverse stock split, each outstanding share of the company is converted into a fraction of a share.
[5]
Reverse stock split Definition - Nasdaq
Reverse stock split. A proportionate decrease in the number of shares, but not the total value of shares of stock held by shareholders.
[6]
What a Stock Split Is, Why Companies Do It, and How It Works, With ...
Reverse stock splits are the opposite, in which a company lowers the number of shares outstanding to raise its stock price.
[7]
Stock Splits - SEC.gov
Mar 29, 2010 · A reverse stock split occurs when a company reduces its number of outstanding shares, such as a one for two split. For a history of a company's ...Missing: definition | Show results with:definition
[8]
Stock Splits | FINRA.org
A stock split is a decision by a company's board to increase the number of outstanding shares in the company by issuing new shares to existing shareholders in ...
[9]
Stock Split vs. Reverse Split: What's the Difference? - SmartAsset.com
May 14, 2025 · Stock splits increase the number of shares and lower the price per share. Reverse splits reduce the number of shares but raise the price.
[10]
The State of Play for Reverse Stock Splits by Nasdaq - K&L Gates
Jan 23, 2025 · Updated Process for Effecting Reverse Stock Split. In November 2024, the SEC approved an amendment to Nasdaq Listing Rules 5250(e)(7) and IM ...
[11]
Reverse Stock Split: What It Is and How It Works - NerdWallet
Rating 4.8 (119,782) · Free · FinanceDec 16, 2024 · A reverse stock split is when a firm reduces its share count to make its shares more valuable. It's often considered a sign of trouble.
[12]
Option contract adjustments - Fidelity Investments
Reverse stock split A reverse split results in the reduction of outstanding shares and an increase in the price of the underlying security. The holder of an ...
[13]
Listing Rule IM-5505-1 - Rules | The Nasdaq Stock Market
Rule 5505(a)(1)(B) requires a minimum $3 closing price (or $2 with specific conditions) and net tangible assets over $2M (if 3+ years operation) or $5M (if ...
[14]
Nasdaq Proposes New Rules to Accelerate Penny Stock Delistings
Aug 19, 2024 · Listing Rule 5550(a)(2) – Minimum Bid Price Requirement: This rule mandates that a company's stock must maintain a minimum bid price of $1 per ...
[15]
SEC Approves Changes to NYSE and Nasdaq Minimum Price Rules
Mar 12, 2025 · The NYSE requires listed companies to maintain an average closing price of at least $1.00 per share over 30 consecutive trading days.
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Analysis - U.S. Exchanges Overhaul Bid Price Compliance Rules
Oct 25, 2024 · Nasdaq Rule 5550(a)(2) provides that a listed company is subject to ... Nasdaq minimum bid price requirement and NYSE Price Criteria.
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New Nasdaq and NYSE rules on use of reverse stock splits
In order to curb the excessive use of reverse stock splits to regain compliance with the minimum bid price requirement, Nasdaq amended its Listing Rule 5810(c)( ...
[18]
SEC approves Nasdaq and NYSE revisions to reverse stock split rules
Feb 17, 2025 · Under Nasdaq Listing Rule 5810(c)(3)(A), if a company's security closes below the $1.00 minimum bid price requirement for 30 consecutive ...
[19]
(PDF) Why Firms Reverse Split Their Shares? A Descriptive Research
Review on these articles found that reasons attributed by firms for initiating a reverse split are 'image improvement', 'artificial increase of price', ' ...
[20]
[PDF] MOTIVATIONS, EFFECTIVENESS AND STOCK PRICE REACTIONS ...
First, the relation between the frequency of reverse stock splits and lagged ... Table 20 Average Buy and Hold Returns of Reverse stock splits from 1962 to ...Missing: origin | Show results with:origin
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How Low Is Too Low? | CFO.com
Dec 11, 2003 · Conventional wisdom holds that institutional investors, particularly mutual funds, automatically unload all holdings of stocks trading below $5 a share.
[22]
https://www.cfo.com/news/how-low-is-too-low/680551/
[23]
None
### Summary of Reverse Stock Splits in Mergers, Acquisitions, Squeeze-Outs, or Simplifying Share Structure
[24]
[PDF] The Reverse Stock Split - That Other Means of Going Private
See Lawson, Reverse Stock Splits: The Fiduciary's Obligations Under State Law, 63 CAL. ... proportion of ownership will be after the charter amendment.
[25]
[PDF] Conditional Approval #766 November 2006 - OCC.gov
The Bank proposes the reverse stock split to decrease the administrative expenses incurred in servicing multiple shareholders who own relatively small numbers ...
[26]
[PDF] Reverse Stock Splits: The Fiduciary's Obligations under State Law
unless the articles specify a higher proportion." Where a purpose of the ... actions were undertaken in literal compliance with a statutory scheme.
[27]
[PDF] Nominal Stock Price Anchors: A Global Phenomenon?
... stock splits, stock dividends, etc. To examine stock split and reverse stock split activities of firms from the nine countries that adopted the euro in 1999 (we.Missing: foreign | Show results with:foreign
[28]
Reverse Stock Splits and Fractional Share Round-Ups - SIFMA
Mar 25, 2025 · When reverse splits do not evenly divide the number of shares an investor holds, the result is a fractional share. Fractional shares are vested ...
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[PDF] GE Reverse Stock Split Frequently Asked Questions
Jul 30, 2021 · If you held 85 shares before the reverse stock split, you would hold ten shares after the reverse stock split becomes effective, and receive a.
[30]
(PDF) Do Reverse Stock Splits Benefit Long-Term Shareholders?
Aug 5, 2025 · This paper examines the market response of the reverse stock splits by using the effective date to trace the abnormal returns after reverse ...
[31]
[PDF] Effects of Reverse Stock Splits on Return Volatility and Market Maker ...
One benefit of reverse stock splits, however, is a reduction in the percentage spread (Han, 1995). A reduction in the proportional spread, a measure of trading ...Missing: administrative | Show results with:administrative
[32]
The Information Content of Reverse Stock Splits - ScienceDirect.com
This chapter investigates whether abnormal reverse split announcement returns are related to information about earnings.
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None
### Summary of Findings on Post-Reverse Split Returns
[34]
Reverse Splits: Fewer Pieces of a Smaller Pie - Bloomberg
Mar 11, 2009 · A 2008 study of 1,600 companies that did reverse splits found the typical stock underperformed the broad market by 50% on a risk-adjusted ...
[35]
Is the Reverse Stock Split a taxable event to pre-Reverse ... - Valaris
Ensco intends for the Reverse Stock Split to qualify as a ''recapitalization'' within the meaning of Section 368(a) of the Internal Revenue Code for U.S. ...
[36]
Stocks (options, splits, traders) 7 | Internal Revenue Service
Feb 6, 2025 · Stock splits don't create a taxable event; you merely receive more stock evidencing the same ownership interest in the corporation that issued ...
[37]
[PDF] Form 8937 – Reverse stock split - FS KKR Capital Corp
AS A RESULT OF THE REVERSE STOCK SPLIT, SHAREHOLDERS WILL BE REQUIRED TO ALLOCATE THE AGGREGATE TAX. BASIS IN THEIR COMMON STOCK HELD IMMEDIATELY PRIOR TO THE ...
[38]
Understanding Cash in Lieu of Fractional Shares - SoFi
Cash in lieu of fractional shares is a payment where shareholders receive cash instead of partial shares, usually after a stock split, merger, ...
[39]
Stock Split: Definition, Accounting Treatment, and Financial Reporting
Apr 28, 2025 · Accounting for Stock Splits. Under U.S. GAAP and IFRS, a stock split is treated as a memorandum entry: ... Example – Reverse Stock Split (1-for-5):.
[40]
5.12 Stock dividends and splits - PwC Viewpoint
May 31, 2024 · ASC 505-20-30-6 states that in the event of a stock split, absent a legal requirement to do so, it is not necessary to transfer the amount from ...
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7.6 Change in capital structure - PwC Viewpoint
Such reorganizations may be equivalent to a stock split (simply changing the form of legal ownership to a new structure) and require retrospective treatment for ...
[42]
8.2 Shareholder Distributions | DART – Deloitte Accounting ...
Stock dividends, stock splits, and reverse stock splits have the same proportionate impact on both the number of outstanding common shares and the share price.
[43]
Reverse Splits Start to Moderate After Hitting a Record High in Q1 ...
Jun 9, 2025 · Q1 2025 had the highest number of reverse stock splits in nearly 10 years, coming in at 93. That trend continued in April when 37 companies announced reverse ...Missing: 2000-2025 | Show results with:2000-2025
[44]
Reverse splits aren't always reversals of fortune - CNET
The reverse stock split is a mechanism increasingly being used to prop up tech shares--at least temporarily--that are languishing at gumball-machine prices.Missing: retail sectors
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Investor Relations | Citigroup Stock | Stock Split History - Citi
Stock Split History ; 09 May 2011, 1 for 10 ; 25 Aug 2000, 4 for 3 ; 28 May 1999, 3 for 2 ; 19 Nov 1997, 3 for 2.
[46]
Press Release - SEC.gov
May 9, 2011 · New York – Citigroup Inc. today announced the effectiveness of its 1-for-10 reverse stock split of Citigroup common stock as of 4:10 p.m. Friday ...
[47]
Citi Just Announced a 1-for-10 Reverse Stock Split, and the ...
Mar 21, 2011 · Citi just announced a 1-for-10 reverse stock split. Citigroup shares had been trading at $4.50, so now they'll trade at a more respectable $45.
[48]
Ramifications of Citi's Reverse Split - CNBC
Mar 21, 2011 · This morning, Citigroup announced a 1-for-10 reverse stock split, effective May 9. As with all reverse splits, the bank's action increases ...Missing: details | Show results with:details
[49]
AIG shares tumble after 1-for-20 reverse split | Reuters
Jul 1, 2009 · The reverse split was approved at the AIG annual meeting on Tuesday. The shares closed at a pre-split $1.16 on Tuesday.
[50]
AIG stock: Share price up, value down. Huh? - ABC News
Jul 21, 2009 · The troubled insurance company performed a 20-for-1 reverse stock split after the market closed June 30. In a reverse stock split, a company ...
[51]
Another dive for AIG shares as reverse-split move bombs
Jul 7, 2009 · AIG on July 1 engineered a 1-for-20 reverse split of its depressed shares. The idea behind a reverse split is to take a low-priced stock ...
[52]
def14a - SEC.gov
All share numbers in this Proxy Statement reflect the one-for-twenty reverse split of AIG's common stock, par value $2.50 per share (AIG Common Stock), that ...
[53]
Rite Aid (RAD) Picks 1-for-20 Reverse Stock Split Ratio
Apr 11, 2019 · Rite Aid's shares will start trading on a split-adjusted basis on Apr 22. The reverse split is estimated to reduce the company's outstanding ...Missing: details | Show results with:details
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Proxy Statement on Schedule 14A, filed with the SEC on May 26, 2020
... stock at a reverse stock split ratio of 1-for-20. Our common ... The market price of Rite Aid's common stock on February 28, 2020 was $13.62 per share.
[55]
Rite Aid cuts 95% of outstanding shares to hit NYSE minimum
Apr 11, 2019 · The board of the struggling drugstore chain approved a 1-for-20 ratio for a reverse stock split after shareholders backed the plan last month.Missing: details | Show results with:details<|separator|>
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Rite Aid: Reverse Split - WSJ
Shareholders of Rite Aid Corp. recently approved a reverse stock split at a 1-for-20 ratio. Even so, the stock may not achieve the liquidity or better ...Missing: details | Show results with:details
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"Long-Run Common Stock Returns Following Stock Splits and ...
Jul 30, 1997 · For reverse splits, the corresponding abnormal returns are - 10.76% and -33.90%. The results suggest that the market underreacts to both the ...Missing: term | Show results with:term
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Citigroup Reverse Split Still Irks Shareholders - TheStreet
Apr 24, 2013 · The stock that had been trading at $4.52 at the time, began to trade above $40 a share. Citigroup's then CEO Vikram Pandit and former Chairman ...<|separator|>
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Citigroup: Fully Valued, Time To Cash Out (NYSE:C) | Seeking Alpha
Sep 17, 2025 · However, the company did a 10–1 reverse stock split in 2011. This lowered the share count by 90% but pushed the stock price up in the same ...
[60]
Survivability following reverse stock splits: What determines the fate ...
Only 500 of 1206 reverse split firms survive 5+ years. 20% are acquired, 80% delisted. Larger firms with better performance are more likely to be acquired.
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[PDF] Anatomy of a Reverse Stock Split for Nasdaq-Listed Companies
Mar 27, 2024 · A reverse stock split exchanges a specified number of shares for one, increasing the per share price. For example, a five-for-one split ...
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SEC Approves Nasdaq Rule Change on Reverse Stock Splits and ...
Nov 14, 2024 · If a company's bid price falls below $1.00 per share for 30 consecutive business days, Nasdaq will deem the company noncompliant and issue a ...
[63]
https://www.emerald.com/insight/content/doi/10.1108/IJMF-12-2012-0133/full/html
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Regulation - 2017/1129 - EN - Prospectus Regulation - EUR-Lex
Summary of each segment:
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[PDF] AIM Rules for Companies | London Stock Exchange
Where shareholder approval is given for the reverse takeover, trading in the AIM securities of the AIM company will be cancelled. If the enlarged entity ...Missing: splits | Show results with:splits
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17 CFR § 240.10b-5 - Employment of manipulative and deceptive ...
§ 240.10b-5 Employment of manipulative and deceptive devices. It shall be unlawful for any person, directly or indirectly, by the use of any means or ...
[67]
[PDF] Form 8-K - SEC.gov
Form 8-K may be used by a registrant to satisfy its filing obligations pursuant to Rule. 425 under the Securities Act, regarding written communications related ...
[68]
Seven Key Considerations for a Reverse Stock Split by a Delaware ...
Nov 6, 2022 · A reverse stock split will reduce the number of issued and outstanding shares, and this reduction may be substantial depending on the ratio used.Missing: administrative | Show results with:administrative
[69]
Reverse Stock Splits and Increases in Authorized Shares Will ...
Jul 26, 2023 · Increasing or decreasing the number of authorized shares of a class of stock requires a majority of outstanding shares entitled to vote thereon ...
[70]
DEF 14A - SEC.gov
The Reverse Stock Split will decrease the number of authorized shares of common stock under our Certificate of Incorporation by the same ratio as that used to ...<|control11|><|separator|>
[71]
[PDF] SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the ...
Apr 29, 2025 · The Board is submitting the Reverse Stock Split Proposal to our stockholders for approval and adoption with the primary purpose of improving the ...