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Reminders for Nexxen Shareholders Following Stock Exchange and Trading Structure Changes

March 7, 2025

NEW YORK, March 7, 2025 -- Nexxen International Ltd. (NASDAQ: NEXN) (“Nexxen” or the “Company”), a global, flexible advertising technology platform with deep expertise in data and advanced TV, today provides reminder information for its shareholders following its previously announced stock exchange and trading structure changes (the “Transaction”) which resulted in a single U.S. Ordinary Share listing on The Nasdaq Stock Market effective as of February 18, 2025:

  • On Friday, February 14, 2025, the Company executed a reverse split of its Ordinary Shares such that every two Ordinary Shares held at the time of the reverse split consolidated into one Ordinary Share. 
  • Thereafter, the Company’s Nasdaq-listed ADRs were exchanged for Nasdaq-listed Ordinary Shares on a one-for-one basis and the ADR facility was terminated.
  • On February 17, 2025, the Company’s Ordinary Shares (represented by Depositary Interests or DIs) were voluntarily cancelled from admission to trading on AIM.
  • On February 18, 2025, the Company’s Ordinary Shares began trading on Nasdaq under the ticker NEXN.

The purpose of the reverse split of Ordinary Shares was to align the ratio between ADRs and Ordinary Shares to facilitate the transactions summarized above. There was no change to the underlying value of the ADRs and ultimately the Ordinary Shares that were issued in exchange for ADRs as a direct result of the reverse split were reflective of the previous ADR price. For example, if an ADR was trading at $10.00 per ADR immediately prior to the reverse split, then the Ordinary Shares that were issued upon the exchange for this ADR held the same trading value of $10.00 per Ordinary Share immediately following the exchange. 

The reverse split of the Ordinary Shares at a two-for-one ratio reduced the total number of issued Ordinary Shares by half but doubled the underlying value of a single share immediately thereafter. Since each depositary interest corresponded to one underlying Ordinary Share, holders of Depositary Interests saw their holdings adjusted in accordance with the reverse split ratio. The reverse split did not affect shareholders' proportional ownership in the Company — each investor owned the same percentage of the Company post-split, adjusted for the new share count.

Shareholders with questions regarding the Transactions are urged to review Appendix A “Transaction FAQs” of the circular that was published on November 15, 2024, as updated on February 6, 2025, in the Company’s RNS (https://investors.nexxen.com/news-releases/news-release-details/nexxen-international-stock-exchange-and-trading-structure).

As a reminder for our shareholders:

  • Holders of Company DIs: No action was needed in connection with the Transaction, and each holder’s previous DIs were replaced in CREST by new DIs issued by Computershare Investor Services PLC. Any holder that desires to sell the underlying Ordinary Shares on Nasdaq should work with their broker to reposition their shares into the U.S. to transact the sale. We have been advised by our service providers that these transactions have been successfully completed on a regular basis following the Transaction.  While we cannot recommend or endorse any particular broker, please contact the Investor Relations media contact listed below and we may be able provide information for those brokers that have successfully transacted in our stock. 
  • Holders of Company ADRs: No action was needed in connection with the Transaction, and each holder automatically received Nasdaq-listed Ordinary Shares in connection with the termination of the ADR facility. Any holder that desires to sell their Ordinary Shares on Nasdaq should work with their broker to transact the sale.
  • Holders of Ordinary Shares: No action was needed in connection with the Transaction, which also resulted in the movement of the Company’s share registry to the Company’s U.S. transfer agent, Computershare Trust Company, N.A. (“Computershare US”). All share certificates existing prior to the Transaction were rendered void and invalid. They were cancelled and recorded directly on the Company’s share register held in the Direct Registration System (“DRS”) and maintained by Computershare US. Holders have received or will receive a DRS statement of account by post from Computershare US evidencing legal title to their Ordinary Shares and should work with their broker to transact any desired sales.

About Nexxen

Nexxen empowers advertisers, agencies, publishers and broadcasters around the world to utilize data and advanced TV in the ways that are most meaningful to them. Our flexible and unified technology stack comprises a demand-side platform (“DSP”) and supply-side platform (“SSP”), with the Nexxen Data Platform at its core. With streaming in our DNA, Nexxen’s robust capabilities span discovery, planning, activation, monetization, measurement and optimization - available individually or in combination - all designed to enable our partners to achieve their goals, no matter how far-reaching or hyper niche they may be.

Nexxen is headquartered in Israel and maintains offices throughout the United States, Canada, Europe and Asia-Pacific, and is traded on Nasdaq (NEXN). For more information, visit www.nexxen.com

For further information please contact:

Billy Eckert, Vice President of Investor Relations
ir@nexxen.com

Caroline Smith, Vice President of Communications
csmith@nexxen.com 

Forward-Looking Statements

This press release contains forward-looking statements, including forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities and Exchange Act of 1934, as amended. Forward-looking statements are identified by words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “can,” “will,” “estimates,” and other similar expressions. However, these words are not the only way Nexxen identifies forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the ability to transact in our stock, the ability or belief that certain brokers can execute transactions in our stock, the anticipated benefits of the Company’s ADR exchange and termination, reverse split, AIM delisting and sole-listing on Nasdaq. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors that may cause Nexxen’s actual results, performance or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including, but not limited to, the following: that the anticipated benefits of the sole-listing on Nasdaq won’t be achieved in full or at all, or in the time frame expected; negative global economic conditions; global conflicts and war, including the war and hostilities between Israel and Hamas, Hezbollah and Iran, and how those conditions may adversely impact Nexxen’s business, customers and the markets in which Nexxen competes; changes in industry trends; and, other negative developments in Nexxen’s business or unfavourable legislative or regulatory developments. Nexxen cautions you not to place undue reliance on these forward-looking statements. For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in the Company’s most recent Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (www.sec.gov) on March 5, 2025. Any forward-looking statements made by Nexxen in this press release speak only as of the date of this press release, and Nexxen does not intend to update these forward-looking statements after the date of this press release, except as required by law.

Nexxen, and the Nexxen logo, are trademarks of Nexxen International Ltd. in the United States and other countries. All other trademarks are the property of their respective owners. The use of the word “partner” or “partnership” in this press release does not mean a legal partner or legal partnership.


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