• DExit Trends: Tracking Reincorporations Away from Delaware

    A pattern of Delaware companies reincorporating to another state – referred to as “DExit” – has received attention in the business press following the Delaware Court of Chancery’s invalidation of Elon Musk’s $56 billion Tesla compensation package in early 2024. Such news coverage has raised questions about whether Delaware will retain its status as the “corporate home of the American business world.”

    To explore whether the data on reincorporations are consistent with the media’s portrayal of a large exodus of public companies from Delaware, Analysis Group Managing Principal Gaurav Jetley and Manager Nicholas Mulford published an analysis of Securities and Exchange Commission (SEC) filings for large public companies and reviewed the state of incorporations for firms that have gone public in the Harvard Law School Forum on Corporate Governance. Comparing the reincorporation data for a period before the Musk decision (2022–2023) and a period following (2024–Q2 2025), the authors found that Delaware experienced a net loss of 11 large public companies through reincorporation after the Musk decision, compared to 2022–2023 when it gained four firms. The authors also observed a dip in Delaware’s majority market share of IPOs from over 80% throughout 2022–2024 to 75% in the first half of 2025, raising questions about Delaware’s status as the default state for incorporation in the face of growing competition from states such as Nevada and Texas.

    The authors continue to monitor this trend and provide updated analyses on a semiannual basis.

    Update on DExit Trends

    This is the second update to Analysis Group's note on reincorporations away from Delaware. The original analysis examined reincorporations away from Delaware from 2022 to the first half of 2025. The first update extended the review period to the second half of 2025, and this update further extends the review period to the first half of 2026.

    Since the last update, an additional twelve large public companies departed Delaware via reincorporation, with the majority going to Texas. In May and June of 2025, Texas adopted amendments to its business code, which is widely seen as one that reduces litigation risk for corporations and their directors and officers while also providing more certainty for corporate decision making by codifying and expanding business judgment rules.1

    During the first half of 2026, Delaware’s majority share of US IPOs increased from 77% in 2025 to 87%. Weighted by IPO market capitalization, Delaware’s share of US IPO market capitalization was just 7%, driven almost entirely by SpaceX’s choice of Texas for its domicile.2 Despite this uptick in Delaware’s majority share of IPOs, questions remain regarding Delaware’s status as the default state of incorporation, given competitive pressures from other states such as Nevada and Texas.

    Observations Through H1 2026

    Figure 1 shows that discussion of DExit and reincorporations in the business press increased during the first half of 2026. This increase was driven in part by the coverage around the reincorporation of ExxonMobil from New Jersey to Texas.

    Figure 1: News Publications on Reincorporation and Interest in Delaware Incorporations (Q3 2020 – Q2 2026) 
    Figure 1. News Publications on Reincorporation and Interest in Delaware Incorporations (Q3 2020 – Q2 2026)

    Notes:

    1. “News Articles” search identifies finance-related news articles containing “reincorporation” that were published in “Major News and Business Sources” as defined by Dow Jones Factiva. Major News and Business Sources include Reuters, The Wall Street Journal, the Financial Times, and Barron’s, among others.
    2. “Google Searches” uses Google Trends to identify searches for “Delaware incorporation,” then aggregates the weekly data and reindexes to create an index for average quarterly searches. Available at https://trends.google.com/trends/explore?date=2020-06-30%202025-12-31&geo=US&q=delaware%20incorporation&hl=en-US.

    Sources: Dow Jones Factiva; Google Trends.

    Figure 2 shows that from January 1, 2024 through July 1, 2026, a total of 33 public companies with a market capitalization of at least $250 million reincorporated from Delaware to some other state (mostly Nevada or Texas), and, during the same period, five public firms reincorporated into Delaware. As a result, Delaware saw a net exit of 27 companies.  

    Figure 2: Delaware Reincorporations from 2024 to H1 2026 for Companies with Market Capitalization Greater than $250 Million (January 1, 2024 – July 1, 2026)
    Figure 2: Delaware Reincorporations from 2024 to H1 2026 for Companies with Market Capitalization Greater than $250 Million (January 1, 2024 – July 1, 2026)

    Notes:

    1. Excludes SPACs and business combinations not driven by reincorporation. Dates as of SEC filing.
    2. Compiled using SEC filing search (Schedule 14A, Schedule 14C, Form 8-K, Form S-4) for filings containing “plan of conversion,” “change its domestication,” “the reincorporation,” “redomestication,” “re-domestication,” or “domestication from.”
    3. Market capitalization calculated as of the Reincorporation Date.
    4. Does not include pending reincorporations as of H1 2026. Pending reincorporations may be approved by shareholders but not yet formally completed with state filings.
    5. As of June 30, 2026, there were 3,579 US-headquartered companies with market capitalizations greater than $250 million publicly listed on the NYSE or Nasdaq.

    Sources: SEC EDGAR, S&P Capital IQ.

    Table 1 lists the twelve public companies that left Delaware during the first half of 2026.  Seven of the twelve departed to Texas and the remaining five reincorporated in Nevada. Conversely, NL Industries reincorporated into Delaware from New Jersey during the first half of 2026. Table 2 lists the ten largest reincorporating public companies since January 1, 2024.

    Table 1: Companies Exiting Delaware with Market Capitalization Greater than $250 Million (January 1, 2026 ‒ July 1, 2026)
    # Name Ticker Reincorporation Date Industry Mkt Cap ($ bn) Affirmative Vote (%) Top Voting Shareholder State
    Name Share From To
    1 Dell Technologies DELL 2026-06-26 Technology Hardware, Storage and Peripherals 258.1 94% Michael Dell 78% Delaware Texas
    2 Datadog DDOG 2026-04-21 Software 45.7 57% Olivier Pomel 17% Delaware Nevada
    3 Samsara IOT 2026-05-28 Software 18.4 No Vote Sanjit Biswas 40% Delaware Nevada
    4 FirstCash Holdings FCFS 2026-06-18 Consumer Finance 9.9 54% BlackRock, Inc. 11% Delaware Texas
    5 GPGI GPGI 2026-06-05 Technology Hardware, Storage and Peripherals 3.5 59% Platinum Equity Advisors 18% Delaware Nevada
    6 Liberty Media FWONA 2026-05-12 Entertainment 3.2 70% John Malone 49% Delaware Nevada
    7 ARCBEST ARCB 2026-05-15 Ground Transportation 2.7 63% BlackRock, Inc. 15% Delaware Texas
    8 Voyager Technologies VOYG 2026-06-18 Aerospace and Defense 2.2 71% Dylan Taylor 62% Delaware Texas
    9 Resolute Holdings Management RHLD 2026-06-18 Professional Services 1.5 No Vote Resolute ManCo Holdings 53% Delaware Nevada
    10 Dream Finders Homes DFH 2026-06-09 Household Durables 1.3 86% Patrick Zalupski 84% Delaware Texas
    11 eXp World Holdings AGNT 2026-03-02 Real Estate Management and Development 1.1 50% Glenn Sanford 26% Delaware Texas
    12 Eightco Holdings ORBS 2026-02-02 Containers and Packaging 0.3 61% CoinFund Management 10% Delaware Texas

    Notes:

    1. Reincorporation Date refers to the effective reincorporation filing date noted in an 8-K statement.
    2. Top voting shareholder and voting share were calculated using the proxy statement in which the reincorporation vote occurred.
    3. Affirmative vote share is calculated using the denominator specified in each company's own voting requirement as disclosed in its proxy or charter.
    4. “No vote” indicates the reincorporation was approved by written stockholder consent rather than by a vote at a shareholder meeting.
    5. Market capitalization computed as of the Reincorporation Date.
    6. SB 21 defines control as holding more than one-third of the voting power of the corporation's outstanding stock.
    7. Archer Aviation ($3.7bn market capitalization) voted on a reincorporation proposal from Delaware to Texas, but the measure failed with an affirmative vote share of 30.82% on June 26, 2026.

    Sources: SEC EDGAR, S&P Capital IQ.

    Table 2: Top 10 Largest Reincorporating Companies (January 1, 2022 – July 1, 2026)
    # Name Ticker Reincorporation Date Industry Mkt Cap ($ bn) Affirmative Vote (%) Top Voting Shareholder State
    Name Share From To
    1 Tesla TSLA 2024-06-13 Automobiles 581.9 63% Elon Musk 22% Delaware Texas
    2 Exxon Mobil XOM 2026-07-01 Oil, Gas and Consumable Fuels 564.8 71% The Vanguard Group 9% New Jersey Texas
    3 Dell Technologies DELL 2026-06-26 Technology Hardware, Storage and Peripherals 258.1 97% Michael Dell 78% Delaware Texas
    4 Coinbase Global COIN 2025-12-15 Capital Markets 67.5 No Vote Brian Armstrong 49% Delaware Texas
    5 Roblox RBLX 2025-05-30 Entertainment 59.0 70% David Baszucki 61% Delaware Nevada
    6 Trade Desk TTD 2024-11-15 Media 58.3 74% Jeff Green 49% Delaware Nevada
    7 Simon Property Group SPG 2025-05-15 Retail REITs 53.2 53% The Vanguard Group 14% Delaware Indiana
    8 Datadog DDOG 2026-04-21 Software 45.7 57% Olivier Pomel & Alexis Lê-Quôc 30% Delaware Nevada
    9 Affirm Holdings AFRM 2025-07-01 Financial Services 21.6 76% Max Levchin 45% Delaware Nevada
    10 Samsara IOT 2026-05-28 Software 18.4 No Vote Sanjit Biswas & John Bicket 77% Delaware Nevada

    Notes:

    1. Reincorporation Date refers to the effective reincorporation filing date noted in an 8-K statement.
    2. Top voting shareholder and voting share were calculated using the proxy statement in which the reincorporation vote occurred.
    3. Affirmative vote share is calculated using the denominator specified in each company's own voting requirement as disclosed in its proxy or charter.
    4. “No vote” indicates the reincorporation was approved by written stockholder consent rather than by a vote at a shareholder meeting.
    5. Market capitalization computed as of the Reincorporation Date.
    6. SB 21 defines control as holding more than one-third of the voting power of the corporation's outstanding stock.

    Sources: SEC EDGAR, S&P Capital IQ.

    Delaware’s share of US IPOs also increased to 87% in the first half of 2026 from its five-year low of 77% in 2025 (see Figure 3). Four of the five largest 2026 IPOs by market capitalization chose Delaware as a corporate home: Cerebras Systems, Madison Air Solutions, Arxis, and Fervo Energy. The largest IPO during the period – SpaceX, which raised approximately $85 billion at a $1.77 trillion valuation – was domiciled in Texas.

    Figure 3: Delaware’s Share of US IPO Incorporations for Companies with Market Capitalization Greater than $250 Million (January 1, 2022 – June 30, 2026)
    Figure 3: Delaware’s Share of US IPO Incorporations for Companies with Market Capitalization Greater than $250 Million (January 1, 2022 – June 30, 2026)

    Notes:

    1. Includes non-SPAC, US-incorporated companies that went public on the NYSE or Nasdaq with a market capitalization of greater than $250 million one week after IPO.
    2. “Other” states, cumulative across all years, include Texas (6), Florida (3), California (2), Colorado (1), Georgia (1), Michigan (1), Missouri (1), New York (1), North Carolina (1), Tennessee (1), and Virginia (1). 

    Sources: S&P Capital IQ.

     

    Read more about the authors’ DExit analysis through Q2 2025

    Read the article published in the Harvard Law School Forum on Corporate Governance

     

     

    Endnotes

    1. Latham & Watkins, LLP, “A New Era of Corporate Law in Texas,” September 23, 2025, available at https://www.lw.com/admin/upload/SiteAttachments/A-New-Era-of-Corporate-Law-in-Texas.pdf.
    2. Using company market capitalization one week after IPO.

     

    Gaurav Jetley, Managing Principal
    Nicholas Mulford, Manager