When an ADR program ends: terminations, delistings, and your options

ADR programs do not last forever. Companies merge, decide the cost of a U.S. listing is not worth it, switch depositary banks, or replace an ADR with a direct listing of their shares. When a program ends, the depositary sends a notice and a timeline. Holders who read it have real choices. Holders who ignore it usually end up with cash, minus fees, months later.

Delisting vs. termination: not the same thing

Two different events tend to get lumped together:

• Delisting removes the ADR from the NYSE or Nasdaq. The program often survives. A company might drop from Level II to Level I, stop filing with the SEC, and let its ADRs keep trading over the counter. Your ADRs still exist; they just trade OTC, with less disclosure and usually less liquidity. See ADR levels explained.
• Termination ends the deposit agreement itself. After the termination date the depositary stops issuing ADRs, stops passing through dividends in the normal way, and eventually converts what is left into cash.

Companies often announce both together, but read the notice carefully to see which is happening.

How a termination works

The deposit agreement sets the rules. A typical modern agreement on EDGAR lets the depositary terminate when the company instructs it to, and in certain other cases, such as insolvency or a delisting with no replacement listing. It requires the depositary to notify holders a set period in advance, 90 days in that agreement, though the notice period varies.

After the termination date, holders can generally still surrender ADRs for shares for a period. Then the depositary may sell the remaining deposited shares and hold the net proceeds, without interest, for holders who have not yet surrendered.

Your three options

1. Sell the ADRs before the termination date

The simplest route. You get the market price in dollars and avoid cancellation fees. The cost is that liquidity often thins out after an announcement, so spreads can widen. Use limit orders, and compare the bid with the home-market price converted at the current exchange rate, as shown in ADR ratios and pricing. Selling is a taxable event in a taxable account.

2. Convert to ordinary shares

If you want to keep owning the company, your broker can surrender the ADRs to the depositary and receive the underlying shares in the home market. This requires a broker that can hold shares on that foreign exchange; not every U.S. account can. You pay the depositary's cancellation fee and any broker charges. Start early, because the process involves several parties. Our guides on how to buy foreign stocks and ADRs vs. foreign ordinary shares explain what owning the shares directly involves. When the company is Australian, Canadian, or from another market with a deep local exchange, this is often straightforward; see, for example, our Australia guide.

3. Do nothing and take the cash

If you neither sell nor surrender, the depositary will eventually sell the shares behind your ADRs and hold the net proceeds for you. You will receive cash when your broker surrenders the ADRs, after fees and expenses. You do not control the timing or the sale price, and the proceeds earn no interest while they wait. This is the "forced sale" outcome, and it is also generally a taxable sale.

Sponsored-to-unsponsored and other conversions

Not every termination ends U.S. trading. Common variations include:

• Switch of depositary. The company moves its sponsored program to a new bank. ADRs typically carry over automatically to the successor depositary, sometimes with a new fee schedule.
• Sponsored to unsponsored. A company ends its sponsored program, and a depositary keeps or opens an unsponsored facility on the shares. The ticker and terms may change, and the company no longer has a contract governing your treatment. See sponsored vs. unsponsored ADRs.
• Unsponsored to sponsored. When a company sets up a sponsored program, existing unsponsored programs on the same shares are generally terminated or folded in.
• Mergers and redomiciles. A merger may convert ADRs into the acquirer's shares, cash, or new ADRs, under the terms of the deal.

The Holding Foreign Companies Accountable Act

The HFCAA, signed into law December 18, 2020, targets companies whose auditors the Public Company Accounting Oversight Board cannot inspect. The SEC identifies those companies after they file annual reports. Originally a company faced a U.S. trading ban after three consecutive years of identification; the Consolidated Appropriations Act, 2023, signed December 29, 2022, cut that to two. A trading prohibition bars trading on U.S. exchanges and over the counter, which would leave holders with very limited ways to sell in the United States.

In practice, the threat eased. In December 2021 the PCAOB determined it could not fully inspect firms in mainland China and Hong Kong, and the SEC began identifying issuers. On December 15, 2022, the PCAOB vacated those determinations after gaining inspection access. The SEC's HFCAA page, last updated in April 2023, says no issuers are on the provisional list and none are at risk of a trading prohibition unless the PCAOB issues a new determination. Company filings made in 2026 report that the PCAOB identified no jurisdictions with inspection barriers as of December 31, 2025. The PCAOB revisits the question every year, so this can change.

What to do when you get a notice

1. Read the notice for the termination date, the surrender deadline, the ratio, and the fees.
2. Decide whether you want to keep owning the company.
3. If yes, confirm your broker can hold the home-market shares and ask what it needs from you and by when.
4. If no, compare selling now with waiting for the depositary's cash, considering spreads, fees, and timing.
5. Keep the notice and confirmations for your tax records; a sale or forced sale generally triggers a gain or loss. Check with a tax professional on anything unusual, such as a merger exchange.

Cancellation and other charges are explained in ADR fees.

Educational content only, not investment, tax or legal advice. The Stateside Report does not recommend buying or selling any security. Tax rules depend on your situation; confirm with a qualified tax professional. Full disclosures.