AudioCodes (NASDAQ: AUDC) sets 10b5-1 plan for share buybacks

Rhea-AI Filing Summary

AudioCodes Ltd. reported that it has adopted a stock trading plan under Rule 10b5-1 to repurchase its ordinary shares. This structure allows the company to continue buybacks even during periods when it might otherwise be restricted by insider trading laws or internal blackout periods.

The plan will be executed by an independent broker, who is authorized to repurchase shares on the company’s behalf within predefined pricing and other parameters. Repurchases are also constrained by the market volume, price and timing requirements of Rule 10b-18 under the U.S. securities laws.

Key Terms

Rule 10b5-1 Plan, Rule 10b-18, trading blackout period, independent broker

4 terms

Rule 10b5-1 Plan regulatory

"adopted and approved a stock trading plan in accordance with Rule 10b5-1"

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

Rule 10b-18 regulatory

"subject to the price, market volume and timing constraints specified under Rule 10b-18"

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.

trading blackout period financial

"because of a self-imposed trading blackout period"

independent broker financial

"An independent broker selected by the Company will have the authority"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the Month of May 2026

Commission file number 0-30070

AUDIOCODES LTD.

(Translation of registrant’s name into English)

6 Ofra Haza Street ● Or Yehuda ● ISRAEL

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

AudioCodes Ltd. (the “Company”) announced today that it adopted and approved a stock trading plan in accordance with Rule 10b5-1 (“Rule 10b5-1 Plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to repurchase ordinary shares of the Company when it otherwise might be prevented from doing so under applicable insider trading laws or because of a self-imposed trading blackout period. Repurchases under the Rule 10b5-1 Plan are also subject to the price, market volume and timing constraints specified under Rule 10b-18 under the Exchange Act. An independent broker selected by the Company will have the authority under the pricing parameters and other terms and limitations specified in the Rule 10b5-1 Plan to repurchase ordinary shares on the Company’s behalf.

1

SIGNATURE

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, thereunto duly authorized.

	AUDIOCODES LTD.
	(Registrant)
	By:	/s/ Itamar Rosen
		Itamar Rosen, Advocate
		Chief Legal Officer and Company Secretary

Dated: May 7, 2026

2

FAQ

What did AudioCodes (AUDC) announce in this Form 6-K?

AudioCodes announced it adopted a Rule 10b5-1 stock trading plan to repurchase its ordinary shares. The plan formalizes buybacks so they can continue even during insider trading restrictions or internal blackout periods, subject to specific regulatory constraints.

How will AudioCodes (AUDC) execute its share repurchase plan?

AudioCodes will use an independent broker to execute share repurchases under its Rule 10b5-1 plan. The broker acts on the company’s behalf, following preset pricing parameters, terms and limitations established in the plan and applicable securities regulations.

What is the purpose of AudioCodes’ Rule 10b5-1 share repurchase plan?

The plan is designed to let AudioCodes repurchase ordinary shares even when it could otherwise be prevented by insider trading laws or self-imposed blackout periods. It creates a pre-arranged framework for buybacks consistent with U.S. securities rules.

How do Rules 10b5-1 and 10b-18 affect AudioCodes’ buybacks?

Rule 10b5-1 allows pre-arranged trading plans that can continue during restricted periods, while Rule 10b-18 imposes price, market volume and timing constraints. AudioCodes’ buybacks must comply with both rules under its newly adopted plan.

Who authorized the filing regarding AudioCodes’ buyback plan?

The report was signed on behalf of AudioCodes by Itamar Rosen, the company’s Chief Legal Officer and Company Secretary. His signature confirms the company’s authorization of the disclosure about adopting the Rule 10b5-1 share repurchase plan.