Teva 8-K Explained: ADSs Give Way to an NYSE Direct Listing

An NYSE direct listing of ordinary shares replaces depositary receipts with the underlying stock itself, and Teva Pharmaceutical Industries has told investors it will make that change this September.

The announcement sits inside a routine Form 8-K filed on July 29, 2026, the day Teva reported second-quarter results. The 8-K itself is short and reports earnings under Item 2.02. The detail is in Exhibit 99.1, the press release attached to the filing.

What happened

Teva said it will replace its American Depositary Share program with a direct listing of its ordinary shares on the New York Stock Exchange. Under the timetable in the release, the ADSs stop trading on the NYSE at the close on Friday, September 11, 2026. The ordinary shares begin trading on the exchange on Monday, September 14, 2026.

Holders of ADSs will receive ordinary shares on a one-for-one basis. Before the switch, each ADS represents one ordinary share, so the exchange ratio does not change the number of underlying shares an investor holds. Teva’s ordinary shares that trade on the Tel Aviv Stock Exchange are unaffected.

The company gave three reasons: to broaden its shareholder base, to support potential inclusion in leading indices, and to optimize its cost of capital. It pointed readers to its investor relations website and to Part II, Item 5 of its second-quarter Form 10-Q for further detail.

The rest of the press release covered the quarter. Revenues were $4.1 billion, down 1% in U.S. dollars from a year earlier. The company reported a GAAP loss of $0.49 per share, which included $726 million of expenses tied to its acquisition of Emalex Biosciences, and non-GAAP diluted earnings of $0.02 per share, a figure that also absorbed the Emalex charge. Free cash flow was $622 million. Teva’s 2026 revenue outlook is $16.5 billion to $16.85 billion.

How it works

An ADS is a certificate issued by a U.S. depositary bank that represents shares of a foreign company. It lets U.S. investors trade a dollar-denominated security on a U.S. exchange without holding the foreign shares directly. The structure carries a depositary agreement, bank fees and a separate layer of paperwork.

A direct listing of ordinary shares removes that layer. The shares themselves are listed and traded on the exchange, and ADS holders swap into them. Teva’s version differs from the better-known startup direct listing, in which a private company lists existing shares without an underwritten offering. Teva is already public and the filing describes an exchange, not a sale of new stock, so the two have in common only the absence of a conventional offering and the listing of shares directly.

For readers following listing mechanics, the example shows that the term covers more than one situation. It can describe a private company going public without an IPO, and it can describe an existing issuer converting the form of security that trades. The second use is the one in this filing.

Key terms

• ADS (American Depositary Share): a U.S.-traded security representing a set number of foreign shares, here one ordinary share.
• Ordinary shares: the common equity of an Israeli company, which carries the voting and economic rights ADSs track.
• Item 2.02: the Form 8-K item for results of operations and financial condition.
• Exhibit 99.1: a press release or similar document furnished with an 8-K.
• Non-GAAP: a company-adjusted measure that excludes items such as amortization of purchased intangible assets, legal settlements and impairments.

FAQ

Do ADS holders need to act? The release describes a one-for-one exchange and does not say holders must take any step. Holders should look to their brokers and to Teva’s later filings for mechanics.

Does the listing raise money for Teva? The 8-K and press release describe no capital raise connected with the switch.

Where will the shares trade? The NYSE, with the existing Tel Aviv listing continuing.

Where can the original text be read? On EDGAR, under Teva’s Form 8-K filed July 29, 2026, Exhibit 99.1.

This article is an explainer of a public filing and is not investment advice.