AudioCodes (AUDC) adopts Rule 10b5-1 stock buyback trading plan

Rhea-AI Filing Summary

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

Repurchases made under the plan must follow the price, market volume and timing limits set by Rule 10b-18. An independent broker, chosen by AudioCodes, is authorized to execute these share repurchases on the company’s behalf according to the plan’s preset pricing and other terms.

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 February 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: February 4, 2026

2

FAQ

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

AudioCodes announced it adopted a Rule 10b5-1 stock trading plan to repurchase its ordinary shares. This structured plan governs repurchases even during blackout periods or when insider trading restrictions would otherwise prevent open-market buybacks.

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

The plan is designed to let AudioCodes repurchase shares when normal trading might be restricted. It helps continue buybacks during insider trading blackout periods by pre-establishing trading instructions and conditions that an independent broker must follow.

How will AudioCodes’ share repurchases be executed under the new plan?

An independent broker selected by AudioCodes will execute share repurchases on the company’s behalf. The broker must follow pricing parameters, timing rules, and other limitations set in the Rule 10b5-1 plan and the requirements of Rule 10b-18.

What regulatory rules govern AudioCodes’ new buyback plan?

The plan is adopted under Rule 10b5-1 of the Securities Exchange Act of 1934. Repurchases must also comply with Rule 10b-18, which imposes constraints on price, market volume, and timing for issuer share repurchase programs.

Why might AudioCodes use a Rule 10b5-1 plan for share repurchases?

A Rule 10b5-1 plan allows AudioCodes to continue repurchasing shares according to preset instructions even when it holds material nonpublic information. This structure helps avoid trading restrictions that arise from insider trading laws and internal blackout policies.