TRIO-TECH INTERNATIONAL 8-K

What Happened

• Trio‑Tech International (TRT) announced a two-for-one forward stock split of its common stock. The Company filed a Certificate of Amendment to its Articles of Incorporation with the California Secretary of State on December 31, 2025, making the split effective at 12:01 a.m. Eastern Time on January 1, 2026. Trading is expected to commence on a split-adjusted basis at market open on January 5, 2026.
• The Board of Directors approved the Stock Split on December 15, 2025. The amendment was adopted under California Corporations Code Section 902(c), so no shareholder vote was required.

Key Details

• Split ratio: 2-for-1 (each share held immediately prior to the split will convert into two shares).
• Effective filing date: Certificate of Amendment filed December 31, 2025; effective January 1, 2026 at 12:01 a.m. ET. Split-adjusted trading begins January 5, 2026.
• Options: All outstanding options will be adjusted so the number of shares purchasable is multiplied by two and the exercise price is divided by two (subject to rounding to the nearest whole share).
• Capitalization: The split does not change the number of authorized shares, par value, each holder’s percentage ownership, voting power, or the rights and privileges of common shareholders.

Why It Matters

• The split doubles the number of shares outstanding for each shareholder and halves the per‑share price, but it does not change the total value of any investor’s holdings or the Company’s market capitalization.
• Investors holding shares through brokers (street name) should see the split processed by their banks/brokers, though processing timing and procedures may vary by intermediary.
• Option holders will see adjusted share counts and exercise prices; retail investors should check brokerage statements after January 5, 2026 to confirm adjusted holdings.