CLPS Incorporation Announces Share Repurchase Program of Up to 1,000,000 Shares

Rhea-AI Summary

CLPS (Nasdaq: CLPS) announced a Board-approved share repurchase program to buy up to 1,000,000 common shares in the open market when the share price is below US$2.00. The program runs from February 5, 2026 through November 4, 2026.

Repurchases may occur via open market or privately negotiated transactions, are subject to SEC rules and legal requirements, and the program may be suspended or discontinued at the company's discretion. No purchase obligation or dollar amount is guaranteed.

Positive

• Authorized repurchase of up to 1,000,000 shares
• Repurchase window from Feb 5, 2026 to Nov 4, 2026
• Buybacks limited to shares trading below $2.00, potentially improving value

Negative

• Repurchases contingent on price below $2.00, signaling share-price weakness
• Program does not obligate purchases and may be suspended at management discretion

Key Figures

Share repurchase size: Up to 1,000,000 shares Buyback price cap: US$2.00 per share Buyback window start: February 5, 2026 +5 more

8 metrics

Share repurchase size Up to 1,000,000 shares Authorized under 2026 buyback when price is below US$2.00

Buyback price cap US$2.00 per share Repurchases only when CLPS trades below this level

Buyback window start February 5, 2026 Commencement date for repurchases

Buyback window end November 4, 2026 Scheduled conclusion of repurchase program

Shelf registration amount US$80,000,000 Maximum aggregate offering under Form F-3 shelf filed 2025-10-24

Public float US$12 million Approximate float cited as of October 23, 2025

Shares outstanding 29,743,452 shares Common shares outstanding as of October 24, 2025

Current share price $1.08 Price before buyback news, below 52-week high of $1.8799

Market Reality Check

Price: $1.08 Vol: Volume 4,216 is low at 0....

low vol

$1.08 Last Close

Volume Volume 4,216 is low at 0.28x the 20-day average of 15,264, suggesting limited pre-news positioning. low

Technical Price $1.08 trades above the 200-day MA of $0.96 but remains 42.55% below the 52-week high.

Peers on Argus

CLPS was up 0.93% while peers were mixed: VEEA -8.58%, SAIH -3.38%, CYCU -3.33%,...

CLPS was up 0.93% while peers were mixed: VEEA -8.58%, SAIH -3.38%, CYCU -3.33%, versus DTST +2.96% and GLE +3.00%, pointing to stock-specific drivers for the buyback news.

Historical Context

5 past events · Latest: Jan 02 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 02	Chairman’s letter	Positive	+25.8%	Chairman reviewed 2025 growth, outlined strategy, and guided 2026 revenue higher.
Nov 07	Partnership PoC	Positive	+0.0%	Partnership with BEA to test Nibot in HKMA GenA.I. Sandbox banking workflows.
Oct 24	Web3 platform launch	Positive	+3.8%	Web3-ready stablecoin issuance and payment integration for CAKU card platform.
Oct 17	Fiscal 2025 earnings	Negative	-24.7%	Revenue growth but one-time severance drove operating loss and H2 net loss.
Oct 10	Earnings notice	Neutral	-1.1%	Announcement of upcoming fiscal 2025 results release date before market open.

Pattern Detected

Past news, especially strategic and earnings updates, generally saw price moves aligned with the underlying positive or negative tone, with only one recent neutral announcement followed by a modest decline.

Recent Company History

Over the last few months, CLPS reported fiscal 2025 results showing revenue of $164.5M with growth but pressured profitability, followed by a detailed annual report on October 17, 2025. Strategic initiatives included the launch of AI/RPA product Nibot, a Web3-ready issuance platform, and a partnership PoC with BEA in the HKMA GenA.I. Sandbox. A chairman’s letter on January 2, 2026 highlighted expansion and 2026 growth expectations. The new buyback announcement follows this phase of growth-focused yet margin-challenged execution.

Regulatory & Risk Context

Active S-3 Shelf · US$80,000,000

Shelf Active

Active S-3 Shelf Registration 2025-10-24

US$80,000,000 registered capacity

An effective Form F-3 shelf filed on 2025-10-24 allows CLPS to offer up to US$80,000,000 in various securities over time, with proceeds earmarked for working capital and general corporate purposes. Actual issuance terms and sizes would be set in future prospectus supplements, and offerings are constrained by public float limits under Instruction I.B.5.

Market Pulse Summary

This announcement introduced a share repurchase program authorizing up to 1,000,000 shares when CLPS...

Analysis

This announcement introduced a share repurchase program authorizing up to 1,000,000 shares when CLPS trades below US$2.00, with a window from February 5, 2026 to November 4, 2026. It came as the stock traded near $1.08, well under its 52-week high. In parallel, an effective US$80,000,000 shelf registration provides flexibility to issue new securities. Investors may monitor actual buyback execution versus any future use of the shelf and ongoing profitability trends.

Key Terms

share repurchase program, open market purchases, privately negotiated transactions, Securities and Exchange Commission, +4 more

8 terms

share repurchase program financial

"has approved a share repurchase program. Under the program, the Company is"

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

open market purchases financial

"methods, which may include open market purchases, privately negotiated"

Open market purchases are buys of a company’s shares (or other securities) made on public exchanges at prevailing market prices rather than through private deals. For investors this matters because when a company buys back its own stock it reduces the number of shares available, which can boost per-share earnings and often signals management’s confidence; it also affects supply, demand and short-term liquidity much like someone quietly buying up items from a crowded marketplace.

privately negotiated transactions financial

"include open market purchases, privately negotiated transactions or otherwise,"

Privately negotiated transactions are deals made directly between parties without involving a public marketplace or open auction. They are like private sales between two individuals rather than items sold at a busy marketplace open to everyone. For investors, these transactions can offer more tailored terms and privacy, but they may also carry different risks and less transparency compared to public exchanges.

Securities and Exchange Commission regulatory

"in accordance with the rules of the Securities and Exchange Commission and"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

Form F-3 regulatory

"filed a Form F-3 shelf registration to offer and sell, from time"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

shelf registration regulatory

"Form F-3 shelf registration to offer and sell, from time to time,"

Shelf registration is when a company gets permission ahead of time to sell new stocks or bonds over a period of time instead of all at once. It matters to investors because it lets a company raise money quickly when needed, but it can also change the value of existing shares if many new ones are sold.

public float financial

"Because its public float was approximately US$12 million as of October"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

prospectus supplement regulatory

"Any specific terms will be set in a prospectus supplement, and sales may"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

HONG KONG, Feb. 4, 2026 /PRNewswire/ -- CLPS Incorporation (the "Company" or "CLPS") (Nasdaq: CLPS), today announced that its Board of Directors has approved a share repurchase program. Under the program, the Company is authorized to repurchase up to 1,000,000 of its outstanding common shares in the open market at prevailing market prices, specifically when the Company's share price is below US$2.00 per share.

The repurchase program is scheduled to commence on February 5, 2026, and will conclude on November 4, 2026. By implementing this program, the Board aims to reinforce the Company's value proposition within the marketplace and safeguard long-term shareholder interests.

Repurchases can be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or otherwise, all in accordance with the rules of the Securities and Exchange Commission and other applicable legal requirements. The specific timing, price and size of the purchases will depend on prevailing share prices, general economic and market conditions, and other considerations consistent with the Company's capital allocation strategy. The program does not obligate CLPS to purchase any dollar amount or number of shares and may be suspended or discontinued at the Company's discretion at any time.

About CLPS Incorporation

CLPS Incorporation (NASDAQ: CLPS), established in 2005 and headquartered in Hong Kong, is at the forefront of driving digital transformation and optimizing operational efficiency across industries through innovations in artificial intelligence, cloud computing, and big data. Our diverse business lines span sectors including fintech, payment and credit services, e-commerce, education and study abroad programs, and global tourism integrated with transportation services. Operating across 10 countries worldwide, with strategic regional hubs in Shanghai (mainland China), Singapore (Southeast Asia), and California (North America), and supported by subsidiaries in Japan and the UAE, we provide a robust global service network that empowers legacy industries evolve into data-driven, intelligent ecosystems. For further information regarding the Company, please visit: https://ir.clpsglobal.com/, or follow CLPS on Facebook, Instagram, LinkedIn, X (formerly Twitter), and YouTube.

Forward-Looking Statements

Certain of the statements made in this press release are "forward-looking statements" within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to the Company's beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance. Known and unknown risks, uncertainties and other factors, which may be beyond the Company's control, may cause the actual results and performance of the Company to be materially different from such forward-looking statements. All such statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties related to the Company's expectations of the Company's future growth, performance and results of operations, the Company's ability to capitalize on various commercial, M&A, technology and other related opportunities and initiatives, as well as the risks and uncertainties described in the Company's most recently filed SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC's Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

Contact:
CLPS Incorporation
Rhon Galicha
Investor Relations Office
Phone: +86-182-2192-5378
Email: ir@clpsglobal.com

View original content:https://www.prnewswire.com/news-releases/clps-incorporation-announces-share-repurchase-program-of-up-to-1-000-000-shares-302678919.html

SOURCE CLPS

FAQ

What exactly did CLPS (CLPS) announce about the share repurchase program on February 4, 2026?

CLPS announced Board approval to repurchase up to 1,000,000 shares, subject to conditions. According to the company, purchases are allowed when shares trade below $2.00, may use open market or negotiated transactions, and run Feb 5 to Nov 4, 2026.

When does the CLPS (CLPS) buyback program start and end, and how long will it run?

The buyback begins on February 5, 2026 and ends on November 4, 2026, a roughly nine-month window. According to the company, repurchases will occur from time to time based on market conditions and corporate capital allocation decisions.

Under what price conditions will CLPS (CLPS) repurchase shares under the announced program?

Repurchases are authorized when the share price is below US$2.00 per share. According to the company, purchases will target lower-priced periods and depend on prevailing prices, market conditions, and other capital-allocation considerations.

How much is CLPS (CLPS) authorized to buy back and does the program guarantee purchases?

The company is authorized to repurchase up to 1,000,000 common shares, but there is no purchase obligation. According to the company, the program may be suspended or discontinued and does not commit any specific dollar amount or share count.

What methods will CLPS (CLPS) use to repurchase shares during the buyback program?

Repurchases may occur via open market purchases, privately negotiated transactions, or other permitted methods. According to the company, all purchases will follow SEC rules and applicable legal requirements and will reflect market and economic conditions.