6-K
VivoPower PLC (VIVO)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
Reportof Foreign Private Issuer
Pursuantto Rule 13a-16 or 15d-16
underthe Securities Exchange Act of 1934
February13, 2026
CommissionFile Number 001-37974
VIVOPOWERINTERNATIONAL PLC
(Translationof registrant’s name into English)
Suite4, 7th Floor, 50 Broadway,
London,United Kingdom,
SW1H0DB
+44-203-667-5158
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20- F ☒ Form 40-F ☐
VivoPowerSecures $30 Million PIPE at $6.80 Conversion Price to Accelerate Sovereign AI Data Center Platform
LONDON, 13 February 2026 – On February 12, 2026, VivoPower International PLC (Nasdaq: VVPR) (“VivoPower” or the “Company”) announced that it has successfully completed a $30 million strategic private investment in public equity (PIPE). The PIPE is in the form of convertible preference shares with a $6.80 per share conversion price and a 6% annual PIK coupon.
Investors include leading technology and infrastructure investors, including New York-based investment group Blue Sky Capital (BSC). BSC is widely recognized as an early investor in AI data centers globally. In addition, leading sovereign family offices in the GCC (Gulf Cooperation Council) region participated in the PIPE, as did VivoPower Chairman Kevin Chin.
The PIPE investment, structured as convertible preference shares, is priced at $6.80 per share with a 6% annual PIK coupon to reflect long-term alignment with VivoPower’s Sovereign AI strategy. This premium is driven by the conviction that the Company’s expansion into AI infrastructure for sovereign nations and hyperscalers will unlock significant value creation. Proceeds will be primarily deployed to scale the Company’s high-performance AI data center portfolio and for general working capital purposes.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This Report on Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-227810, 333-251546, 333-268720, 333-273520) and Form F-3 (File No. 333-276509).
Forward-LookingStatements
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements whether as a result of new information, future events, changes in assumptions or otherwise.
NoOffer or Solicitation
This Report on Form 6-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This Report on Form 6-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
EXHIBITINDEX
| Exhibit<br> 99.1— | Press Release |
|---|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:<br> February 13, 2026 | VivoPower International PLC |
|---|---|
| /s/ Kevin Chin | |
| Kevin<br> Chin | |
| Executive<br> Chairman |
Exhibit99.1
VivoPowerSecures $30 Million PIPE at $6.80 Conversion Price to Accelerate Sovereign AI Data Center Platform
Strategiccapital raising features participation from New York-based investment firm Blue Sky Capital, as well as Sovereign Family Offices fromthe GCC region
Investmentunderscores VivoPower’s strategic position and the critical importance of energy-secured, sovereign-grade infrastructure in theglobal AI compute race
LONDON,February 12, 2026 (GLOBE NEWSWIRE) - VivoPower International PLC (Nasdaq: VVPR) (“VivoPower” or the “Company”), a leading B Corp-certified global developer and owner of powered land and data center infrastructure for AI compute applications, today announced it has successfully completed a $30 million strategic private investment in public equity (PIPE). The PIPE is in the form of convertible preference shares with a $6.80 per share conversion price and a 6% annual PIK coupon.
Investors include leading technology and infrastructure investors, including New York-based investment group Blue Sky Capital (BSC). BSC is widely recognized as an early investor in AI data centers globally. In addition, leading sovereign family offices in the GCC (Gulf Cooperation Council) region participated in the PIPE, as did VivoPower Chairman Kevin Chin.
The PIPE investment, structured as convertible preference shares, is priced at $6.80 per share with a 6% annual PIK coupon to reflect long-term alignment with VivoPower’s Sovereign AI strategy. This premium is driven by the conviction that the Company’s expansion into AI infrastructure for sovereign nations and hyperscalers will unlock significant value creation. Proceeds will be primarily deployed to scale the Company’s high-performance AI data center portfolio and for general working capital purposes.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction.
AboutVivoPower
Originally founded in 2014 and listed on Nasdaq since 2016, VivoPower is an award-winning B Corporation with a global footprint spanning the United Kingdom, Australia, North America, Europe, the Middle East, and Southeast Asia. Today, VivoPower’s mission is to be the independent, trusted partner for sovereign nations that develop and operate sustainable data center infrastructure, ensuring sovereign control over power, data, and national intelligence. In doing so, VivoPower helps sovereign nations bridge the gap between their energy assets and their AI ambitions by providing the Power-to-X infrastructure necessary to build and control their own domestic intelligence hubs.
Forward-LookingStatements
This communication includes certain statements that may constitute “forward-looking statements” for purposes of the U.S. federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about the achievement of performance hurdles, or the benefits of the events or transactions described in this communication and the expected returns therefrom. These statements are based on VivoPower’s management’s current expectations or beliefs and are subject to risk, uncertainty, and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, and/or regulatory factors, and other risks and uncertainties affecting the operation of VivoPower’s business. These risks, uncertainties, and contingencies include changes in business conditions, fluctuations in customer demand, changes in accounting interpretations, management of rapid growth, intensity of competition from other providers of products and services, changes in general economic conditions, geopolitical events, and regulatory changes, and other factors set forth in VivoPower’s filings with the United States Securities and Exchange Commission. The information set forth herein should be read in light of such risks. VivoPower is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.
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