CLPS (NASDAQ: CLPS) launches buyback for up to 1,000,000 shares below US$2

Rhea-AI Filing Summary

CLPS Incorporation announced that its board has approved a share repurchase program authorizing the company to buy back up to 1,000,000 outstanding common shares. Purchases may be made in the open market at prevailing prices when the share price is below US$2.00 per share.

The program is scheduled to run from February 5, 2026 through November 4, 2026. Repurchases may occur through open market trades, privately negotiated deals, or other methods permitted by regulation. The company is not obligated to repurchase any specific amount and can suspend or end the program at its discretion.

Insights

Equity Capital Markets Analyst

CLPS sets flexible share buyback of up to 1,000,000 shares below US$2.00.

CLPS Incorporation has authorized a repurchase program for up to 1,000,000 common shares, with purchases limited to times when the stock trades below US$2.00 per share. The program runs from February 5, 2026 to November 4, 2026 and can use multiple transaction methods.

The board states the program is intended to reinforce the company’s value proposition and protect long-term shareholder interests. Actual impact will depend on how many shares are ultimately repurchased, which remains at the company’s discretion.

The company notes it may suspend or discontinue repurchases at any time, and purchase timing and size will reflect prevailing prices, market conditions, and its capital allocation strategy. Subsequent disclosures in its filings or investor updates would indicate how actively this authorization is used.

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 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File No. 001-38505

CLPS Incorporation

c/o Unit 1000, 10th Floor, Millennium City III

370 Kwun Tong Road, Kwun Tong, Kowloon

Hong Kong SAR

Tel: (852) 37073600

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

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

Form 20-F ☒       Form 40-F ☐

Exhibits
99.1		Press Release

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.

	CLPS Incorporation
	By:	/s/ Raymond Ming Hui Lin
	Name:	Raymond Ming Hui Lin
	Title:	Chief Executive Officer

Dated: February 4, 2026

2

Exhibit 99.1

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

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

FAQ

What did CLPS (CLPS) announce in its latest 6-K filing?

CLPS announced a new share repurchase program authorizing buybacks of up to 1,000,000 common shares. The company plans to repurchase shares in the open market or through negotiated deals, aiming to support its value proposition and long-term shareholder interests.

How many CLPS shares can be repurchased under the new program?

The program authorizes CLPS to repurchase up to 1,000,000 of its outstanding common shares. This limit represents the maximum number of shares that may be bought back during the program period, though the company is not obligated to use the full amount.

At what share price will CLPS conduct repurchases under this program?

CLPS plans to repurchase shares only when its common share price is below US$2.00 per share. Purchases will be made at prevailing market prices, subject to market conditions and the company’s overall capital allocation strategy.

What is the timeline for CLPS’s share repurchase program?

The share repurchase program is scheduled to start on February 5, 2026 and end on November 4, 2026. During this period, CLPS may conduct buybacks at its discretion, using various transaction methods permitted by applicable regulations.

Is CLPS required to repurchase all 1,000,000 authorized shares?

No, CLPS is not obligated to repurchase any specific number of shares under the program. The company may buy fewer than 1,000,000 shares, or none, and can suspend or discontinue repurchases at any time.

How does CLPS intend to execute its share repurchases?

CLPS may execute repurchases through open market purchases, privately negotiated transactions, or other methods allowed by law and SEC rules. The timing, price, and size of each transaction will depend on share price levels and broader market conditions.