CEA Industries (Nasdaq: BNC) unveils $250,000,000 stock buyback plan

Rhea-AI Filing Summary

CEA Industries Inc. reported that its board approved a share repurchase program authorizing the company to buy back up to $250,000,000 of its outstanding common stock. The company may repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or Rule 10b5-1 trading plans, in accordance with Rule 10b-18 and other applicable securities laws. The timing and amount of any repurchases will depend on available capital, financial and operational performance metrics, market conditions, securities law limitations, and other factors, and the company is not obligated to repurchase any specific amount. CEA Industries also entered into an Open Market Share Repurchase Agreement with Cantor Fitzgerald & Co., which will act as a non-exclusive agent for open market repurchases in return for a commission of $0.02 per share.

Insights

Equity capital markets analyst

CEA Industries adds a large, flexible $250,000,000 buyback program.

CEA Industries Inc. authorized a share repurchase program of up to $250,000,000 of its common stock. This allows the company to reduce its share count over time or offset dilution if it chooses to execute repurchases. The structure covers multiple methods, including open market purchases, privately negotiated deals, accelerated share repurchases, and Rule 10b5-1 trading plans under Rule 10b-18.

The company is not required to buy any minimum amount, and activity will depend on capital resources, financial and operational performance metrics, market conditions, and legal limits. An Open Market Share Repurchase Agreement with Cantor Fitzgerald & Co. sets Cantor as a non-exclusive agent for open market repurchases, with a commission of $0.02 per share. Actual impact on shareholders will hinge on how much of the authorized amount is ultimately used.

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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): September 22, 2025

CEA INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41266		27-3911608
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File Number)		Identification No.)

385 South Pierce Avenue, Suite C

Louisville, Colorado 80027

(Address of principal executive office) (Zip Code)

(303) 993-5271

(Registrants’ 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:

☐	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
Common Stock, par value $0.00001		BNC		Nasdaq Capital Market
Warrants to purchase Common Stock		BNCWW		Nasdaq Capital Market

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 22, 2025, the Board of Directors of CEA Industries Inc. (the “Company”) approved a share repurchase program (the “Repurchase Program”) providing for the repurchase of up to $250,000,000 of the Company’s outstanding shares of common stock, par value $0.00001 per share (the “Common Stock”). Under the Repurchase Program, the Company is authorized to repurchase shares of Common Stock through open market purchases, privately-negotiated transactions, accelerated share repurchases, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Repurchase Program does not obligate the Company to repurchase shares of Common Stock and the specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance metrics, market conditions, securities law limitations, and other factors.

In connection with the Repurchase Program, on September 22, 2025, the Company entered into an Open Market Share Repurchase Agreement (the “Repurchase Agreement”) with Cantor Fitzgerald & Co. (the “Broker”) whereby the Broker has agreed to act as a non-exclusive agent on behalf of the Company to repurchase shares of Common Stock in the open market pursuant to Rule 10b-18 of the Exchange Act. The Repurchase Agreement will continue in effect until terminated by either the Company or the Broker, with or without cause, upon written notice to the other party. The Company will pay Broker a commission at a rate of $0.02 for each share of Common Stock repurchased pursuant to the Repurchase Agreement.

The foregoing description of the Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 22, 2025, the Company issued a press release (the “Press Release”) announcing the Repurchase Program and the Repurchase Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Open Market Share Repurchase Agreement, dated September 22, 2025.
99.1		Press Release, dated September 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

Dated: September 25, 2025

	CEA INDUSTRIES INC.
	By:	/s/ David Namdar
	Name:	David Namdar
	Title:	Chief Executive Officer

FAQ

What share repurchase program did CEA Industries (BNC) approve?

CEA Industries Inc. approved a share repurchase program authorizing the company to buy back up to $250,000,000 of its outstanding common stock. This authorization sets an upper limit on potential repurchases but does not obligate the company to repurchase any specific amount.

How can CEA Industries (BNC) execute its $250,000,000 share repurchase program?

The company may repurchase shares of common stock through open market purchases, privately negotiated transactions, accelerated share repurchases, or other methods, including Rule 10b5-1 trading plans, all in accordance with Rule 10b-18 and other applicable federal securities laws.

What factors will influence the amount of stock CEA Industries (BNC) actually repurchases?

The timing and amount of any repurchases will vary based on available capital resources, financial and operational performance metrics, market conditions, securities law limitations, and other factors. The program does not require the company to repurchase a fixed number of shares.

What agreement did CEA Industries (BNC) sign with Cantor Fitzgerald & Co.?

CEA Industries entered into an Open Market Share Repurchase Agreement with Cantor Fitzgerald & Co., under which Cantor will act as a non-exclusive agent to repurchase shares in the open market pursuant to Rule 10b-18. The company will pay Cantor a $0.02 commission per share repurchased under this agreement.

How long will the Open Market Share Repurchase Agreement for CEA Industries (BNC) remain in effect?

The Open Market Share Repurchase Agreement will continue in effect until it is terminated by either CEA Industries or Cantor Fitzgerald & Co., with or without cause, upon written notice to the other party.

Did CEA Industries (BNC) issue a press release about the repurchase program?

Yes. On September 22, 2025, CEA Industries issued a press release announcing the share repurchase program and the Open Market Share Repurchase Agreement. The press release is included as Exhibit 99.1.