B HODL Plc Completes Repurchase of 618,000 Shares at 5.27p Average Price on July 24, 2026

B HODL Plc’s Bitcoin Investment Model and Market Presence

B HODL Plc is the first British company explicitly created to Buy, Hold, Deploy, and Compound Bitcoin, establishing its role within the expanding cryptocurrency investment sector. The company is listed on multiple regulated exchanges including AQSE (formerly AQSX), OTCQB in the US, and the Frankfurt Stock Exchange, reflecting a broad international investor base and adherence to multi-jurisdictional regulatory standards. This multi-market listing strategy aims to provide accessible Bitcoin investment exposure to UK and global shareholders.

The company’s mission to "Buy, Hold, Deploy and Compound Bitcoin" indicates a long-term accumulation and compounding approach rather than active trading. This aligns with Bitcoin’s reputation as a store of value and positions B HODL as a vehicle for investors seeking Bitcoin exposure without directly holding the cryptocurrency. Compliance with AQSE, OTCQB, and Frankfurt exchange regulations underscores B HODL’s commitment to rigorous disclosure and corporate governance across jurisdictions.

Details of Share Buyback Execution and Transaction Breakdown

On 24 July 2026, B HODL Plc completed the repurchase of 618,000 shares through three separate trades on the AQSG venue. The first transaction at 08:16:17 involved 68,000 shares at 5.40p, the highest price paid that day. The second trade at 10:37:34 purchased 300,000 shares at 5.25p, followed by a third transaction at 13:03:53 acquiring 250,000 shares also at 5.25p. Spreading purchases throughout the trading day and varying prices reflect a disciplined execution strategy to achieve the overall weighted average price.

The volume weighted average price of 5.27p per share falls between the lowest price of 5.25p and highest of 5.40p, indicating stable trading conditions with minimal intra-day volatility. The largest single purchase was 300,000 shares at the lower price point, representing nearly 48.5% of total shares bought. This distribution shows Canaccord Genuity’s effective management of volume and pricing during the buyback.

Compliance with Market Abuse Regulation and Regulatory Framework

The buyback was conducted in full compliance with Article 5(1)(b) of Regulation (EU) No 596/2014, known as the Market Abuse Regulation (MAR), as applied in the UK. This regulation mandates transparent disclosure of share repurchase details to prevent market manipulation. B HODL’s detailed reporting of transaction times, volumes, prices, and venue confirms adherence to these strict disclosure requirements.

Providing individual trade references and specifying AQSG as the trading venue ensures a complete audit trail. The use of Canaccord Genuity Limited, a regulated financial institution, as the executing broker further supports compliance. The announcement on 27 July 2026, three days post-execution, follows standard Regulatory News Service (RNS) disclosure protocols, ensuring timely market transparency. This is especially important given B HODL’s multi-jurisdictional listings.

Effect on Share Capital and Voting Rights

Following cancellation of the repurchased 618,000 shares, B HODL Plc’s total voting rights decrease to 139,794,691 shares. While this reduction is modest relative to total shares outstanding, it represents a permanent capital management measure that may impact earnings per share and shareholder ownership percentages. Unlike treasury share buybacks, cancelled shares are permanently removed from the share capital.

The company advises shareholders to use the updated voting rights figure of 139,794,691 when calculating disclosure obligations under the FCA’s Disclosure Guidance and Transparency Rules. This is crucial for shareholders monitoring whether they cross notification thresholds. Providing this figure highlights B HODL’s attention to regulatory compliance following capital structure changes.

Context and Strategic Purpose of the Buyback Programme

The 24 July 2026 buyback forms part of a broader programme announced on 9 July 2026, signaling a planned capital management initiative rather than an isolated transaction. This prior announcement allows investors to anticipate the company’s capital allocation strategy. Ongoing buyback activity within this framework reflects management’s commitment to executing the programme subject to market and regulatory conditions.

Share buybacks generally aim to enhance earnings per share, optimise capital structure, and signal management’s confidence in valuation. For B HODL Plc, repurchasing shares at prices between 5.25p and 5.40p may indicate management’s view that the shares are attractively valued relative to alternative investments. The announcement does not specify the total authorised buyback size or conditions for its completion or suspension.

Broker Selection and Execution Strategy

Canaccord Genuity Limited, a reputable investment banking and financial services firm, was chosen to execute the buyback. This selection ensures professional handling of significant share transactions while maintaining market integrity and regulatory compliance. Executing on the AQSG venue, associated with AQSE listings, indicates that the primary liquidity for B HODL shares resides on the UK alternative investment market despite the company’s international listings.

The execution strategy split the 618,000 shares into three trades at different times and prices to minimise market impact and optimise pricing. The initial 68,000 shares at 5.40p were purchased near market open, with larger volumes of 300,000 and 250,000 shares acquired later at 5.25p. This approach suggests the broker tested market depth early and increased volume as prices declined, achieving an overall weighted average of 5.27p. This disciplined execution will be relevant to shareholders assessing management’s capital allocation effectiveness.

Implications of Multi-Market Listings for Shareholders

B HODL Plc’s listings on AQSE (ticker HODL), OTCQB (ticker HODLF), and Frankfurt Stock Exchange (ticker F5S) demonstrate a strategy to serve a diverse shareholder base across the UK, North America, and Europe. Compliance with disclosure and regulatory requirements across these jurisdictions is complex, with the RNS announcement fulfilling UK obligations while similar disclosures may be necessary for OTCQB and Frankfurt regulators. This underscores the company’s robust corporate governance.

The buyback’s execution solely on AQSG suggests AQSE is the primary liquidity venue, with OTCQB and Frankfurt serving as secondary trading platforms. Shareholders holding shares via OTCQB or Frankfurt are equally affected by the capital reduction, though trading dynamics may differ. Concentrating buyback activity on AQSG likely reflects regulatory efficiency and competitive pricing.

Capital Management Within B HODL’s Bitcoin Investment Framework

By conducting a share buyback, B HODL Plc has allocated capital towards repurchasing its shares rather than acquiring additional Bitcoin. This indicates management’s belief that the shares offer attractive value relative to the company’s Bitcoin holdings and investment strategy. Repurchase prices from 5.25p to 5.40p provide benchmarks for evaluating market valuation against net asset value and Bitcoin exposure.

For investors seeking Bitcoin exposure through a listed vehicle, the buyback acts as a capital return alternative to dividends or direct Bitcoin distributions. Reducing outstanding shares while maintaining assets increases per-share Bitcoin exposure for remaining shareholders. However, without disclosed data on total Bitcoin holdings or net asset value per share, the precise accretive effect of the buyback cannot be quantified. Investors should monitor future financial disclosures for insights into cumulative impacts on valuation metrics.

Outlook and Investor Considerations

The 24 July 2026 buyback represents one execution within the announced Buyback Programme, with no disclosure on total programme size or duration. Investors should watch for further RNS announcements indicating ongoing buyback activity, which would reflect management’s valuation confidence and capital availability. Any suspension or slowdown might signal shifts in capital allocation priorities.

The share prices at which buybacks occur will serve as a historical record of management’s valuation judgments. Shareholders and potential investors can assess whether subsequent share price trends support the buyback pricing between 5.25p and 5.40p. The updated voting rights total of 139,794,691 shares sets the baseline for future disclosure calculations and ownership thresholds. Future buyback announcements will update this figure accordingly, enabling tracking of the company’s evolving capital structure.