Digital Media Solutions Announces 1-for-15 Reverse Stock Split and Favorable Amendment of Credit Agreement

CLEARWATER, Fla., Aug. 18, 2023 (GLOBE NEWSWIRE) -- Digital Media Solutions, Inc. (NYSE: DMS) today announced that its Board of Directors approved a reverse stock split of the Company’s Class A common stock and Class B common stock at a ratio of 1-for-15. Earlier, on April 28, 2023, a majority of the Company’s stockholders approved a reverse stock split subject to the Board of Directors determining the final ratio. The reverse stock split is expected to be effective after market close on August 28, 2023 (the “Effective Time”). The Company’s Class A common stock will begin trading on a split-adjusted basis on the New York Stock Exchange (NYSE) at the market open on August 29, 2023.

At the Effective Time, every 15 issued and outstanding shares of the Company’s Class A common stock and Class B common stock will be converted automatically into one share of the Company’s Class A common stock and Class B common stock, respectively, without any change in the par value per share. Once effective, the reverse stock split will reduce the number of shares of Class A common stock issued and outstanding from approximately 40.9 million to approximately 2.7 million and Class B common stock issued and outstanding from approximately 25.1 million to approximately 1.7 million.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share will instead be entitled to receive one whole share of common stock in lieu of such fractional share.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share and such shareholder receives a whole share in lieu thereof. Proportional adjustments will be made to the terms of the Company’s Series A and Series B preferred stock, its stock options, performance stock units, restricted stock units and warrants.

Holders of the Company’s Class A common stock and Class B common stock held in book-entry form or through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to a broker’s particular processes, and do not need to take any action in connection with the reverse stock split. Stockholders of record will be receiving information from Continental Stock Transfer & Trust Company, the Company’s transfer agent, regarding their stock ownership post-split. Stockholders who hold shares in brokerage accounts should direct any questions concerning the reverse stock split to their brokers; all other stockholders may direct questions to the transfer agent, Continental Stock Transfer & Trust Company, who can be reached at 212-509-4000.