Advanced Flower Capital (AFCG) details stock buybacks and remaining program
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Advanced Flower Capital Inc. reaffirmed its common stock repurchase program of up to $5.0 million at a price of $3.50 per share or less. The company may buy shares in the open market subject to its compliance policies and Rule 10b-18 trading constraints.
The program is expected to remain in place until the later of repurchasing $5.0 million of stock or May 4, 2027. As of June 17, 2026, the company has repurchased 719,780 shares, and following these transactions had 22,809,064 shares of common stock issued and outstanding.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 7.01 — Regulation FD Disclosure
1 item
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Key Figures
Repurchase authorization: $5.0 million
Buyback price cap: $3.50 per share
Shares repurchased: 719,780 shares
+2 more
5 metrics
Repurchase authorization
$5.0 million
Maximum aggregate amount of common stock buybacks
Buyback price cap
$3.50 per share
Maximum price per share under repurchase program
Shares repurchased
719,780 shares
Total repurchased as of June 17, 2026
Shares outstanding
22,809,064 shares
Issued and outstanding after repurchases as of June 17, 2026
Program end date trigger
May 4, 2027
Latest date the program is expected to remain in place
Key Terms
Regulation FD Disclosure, Repurchase Program, Investment Company Act of 1940, Rule 10b-18, +1 more
5 terms
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure As previously announced, the Board of Directors"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Repurchase Program financial
"authorized a program for the purpose of repurchasing up to $5.0 million of the Company's common stock (the “Repurchase Program”)"
A repurchase program is when a company buys back its own shares from the open market. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's future. For investors, it often suggests that the company believes its stock is undervalued and can be a sign of financial strength.
Investment Company Act of 1940 regulatory
"procedures adopted in accordance with Rule 38a-1 and other relevant provisions under the Investment Company Act of 1940, as amended"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
Rule 10b-18 regulatory
"and the guidelines specified in Rule 10b-18 under the Securities Exchange Act of 1934"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
code of ethics regulatory
"a code of ethics adopted pursuant to Rule 17j-1 under the 1940 Act"
A code of ethics is a company’s written rulebook describing the expected behavior and decision-making standards for its leaders and employees, covering honesty, conflicts of interest, financial reporting and legal obligations. For investors it matters because a strong, enforceable code reduces the risk of fraud and scandals, signals trustworthy management and can protect the value of their holdings—like a referee keeping a game fair.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17 , 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
1
Item 7.01 Regulation FD Disclosure
As previously announced, the Board of Directors of Advanced Flower Capital Inc. (the “Company”) has authorized a program for the purpose of repurchasing up to $5.0 million of the Company's common stock (the “Repurchase Program”) at a price equal to $3.50 per share or less. Under the Repurchase Program, the Company may, but is not obligated to, repurchase its outstanding common stock in the open market from time to time, provided that the Company complies with the prohibitions under its compliance policies and procedures adopted in accordance with Rule 38a-1 and other relevant provisions under the Investment Company Act of 1940, as amended (the “1940 Act”), a code of ethics adopted pursuant to Rule 17j-1 under the 1940 Act and the guidelines specified in Rule 10b-18 under the Securities Exchange Act of 1934, as amended, including certain price, market, volume, and timing constraints. Unless amended or extended by the Company's Board of Directors, the Company expects the Repurchase Program to be in place until the later of such time that $5.0 million of the Company's outstanding shares of common stock have been repurchased, or May 4, 2027.
As of June 17, 2026, the Company has repurchased an aggregate of 719,780 shares of its common stock pursuant to the Repurchase Program and, after giving effect to all repurchases completed under the Repurchase Program through that date, the total number of shares of the Company's common stock issued and outstanding is 22,809,064.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ADVANCED FLOWER CAPITAL INC. | ||||||||
| By: | /s/ Brandon Hetzel | |||||||
| Brandon Hetzel | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
| Date: June 18, 2026 | ||||||||
3
FAQ
What stock repurchase program did AFCG disclose in this 8-K filing?
Advanced Flower Capital Inc. disclosed a common stock repurchase program for up to $5.0 million of shares at $3.50 per share or less. The company may buy back stock in open-market transactions, subject to its compliance policies and securities law guidelines.
How long will AFCG’s stock repurchase program remain in effect?
The repurchase program is expected to remain in place until the later of buying back $5.0 million of common stock or May 4, 2027. This dual condition ties the program’s duration to both a monetary cap and a specific calendar date.
What trading and compliance rules govern AFCG’s stock repurchases?
Repurchases must comply with the company’s internal policies under the Investment Company Act of 1940 and its code of ethics, as well as the guidelines in Rule 10b-18 under the Exchange Act regarding price, market, volume, and timing constraints.
Is AFCG obligated to repurchase the full $5.0 million of stock?
Advanced Flower Capital Inc. is not obligated to repurchase any specific amount of stock under the program. The disclosure states the company may repurchase outstanding common shares from time to time, giving management flexibility within the authorized limit and time frame.