eGain (NASDAQ: EGAN) expands and extends stock repurchase plan to $60M

Rhea-AI Filing Summary

eGain Corporation increased its stock repurchase authorization by $20 million, raising the total program size from $40 million to $60 million of its outstanding common stock. As of September 3, 2025, the company had repurchased approximately $39.8 million of shares under the program, leaving about $0.2 million available for future repurchases. The Board also extended the program to continue until either the full authorized amount has been repurchased or the Board decides to terminate it. Repurchases may occur at eGain’s discretion through open market or privately negotiated transactions, including under a Rule 10b5-1 trading plan, and the company is not obligated to buy a specific number of shares.

Positive

• eGain increased its stock repurchase authorization by $20 million to $60 million, reinforcing its commitment to returning capital to shareholders through share buybacks.
• The Board extended the stock repurchase program’s duration, allowing continued discretionary buybacks until the authorization is fully used or the program is terminated.

Negative

• None.

Insights

Equity Capital Allocation Analyst

eGain expands its share repurchase capacity to $60M, signaling continued capital return.

eGain has authorized an additional $20 million for its stock repurchase program, taking the total authorization to $60 million. This move indicates an ongoing commitment to returning capital to shareholders via buybacks, using available cash to reduce the share count over time when management deems pricing appropriate.

By September 3, 2025, the company had already deployed about $39.8 million under the program, with roughly $0.2 million remaining authorized. The Board extended the program so it can continue until the full authorized amount is used or the Board ends it, and purchases may be made in the open market, through privately negotiated deals, or via Rule 10b5-1 plans. The actual impact will depend on future repurchase activity and market conditions such as stock price, trading volume, and capital availability, all of which the company will evaluate before executing additional buybacks.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report: September 3, 2025

(Date of earliest event reported)

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eGain Corporation

(Exact name of registrant as specified in its charter)

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Delaware	​	001-35314	​	77-0466366
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(State or other jurisdiction	​	(Commission	​	(I.R.S. Employer
of incorporation)	​	File Number)	​	Identification No.)

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1252 Borregas Avenue, Sunnyvale, California 94089

(Address of principal executive offices, including zip code)

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(408) 636-4500

(Registrant’s telephone number, including area code)

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(Former Name or Former Address, if Changed Since Last Report)

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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:

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☐    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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	EGAN	The Nasdaq Stock Market LLC

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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 ☐

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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. ☐

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Item 8.01Other Events.

On September 3, 2025, the Board of Directors of eGain Corporation (“eGain”) approved a $20 million increase in its stock repurchase program, bringing the aggregate amount eGain may purchase thereunder from $40 million to $60 million of its outstanding common stock. As of September 3, 2025, eGain has repurchased approximately $39.8 million of shares of its common stock under its stock repurchase program, leaving approximately $0.2 million of shares of its common stock available for repurchase after such increase. In addition, the Board of Directors approved to extend the stock repurchase program until the earlier of (i) the date the aggregate amount of shares that can be repurchased under the stock repurchase program have been repurchased and (ii) the date the Board of Directors decides to terminate the stock repurchase program.

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Under the stock repurchase program, eGain may purchase shares of common stock on a discretionary basis from time to time through open market transactions or privately negotiated transactions at prices deemed appropriate by eGain. In addition, at the discretion of eGain, open market repurchase of common stock may also be made under a Rule 10b5-1 plan, which would permit common stock to be repurchased when eGain might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.  

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The timing and number of shares repurchased will be determined based on an evaluation of market conditions and other factors, including stock price, trading volume, general business and market conditions, and capital availability. The stock repurchase program does not obligate eGain to acquire a specified number of shares and may be modified, suspended, or discontinued at any time at eGain’s discretion without notice.

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A copy of the press release relating to the changes to the stock repurchase program is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

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EXHIBIT NO.	​	DESCRIPTION
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99.1	​	Press release, dated September 4, 2025, of eGain Corporation.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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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.

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​ Date: September 4, 2025	​	​ eGain Corporation
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​	By:	/s/ Eric N. Smit
​	​	Eric N. Smit Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

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FAQ

What did eGain (EGAN) announce about its stock repurchase program?

eGain’s Board of Directors approved a $20 million increase to its stock repurchase program, raising the total authorization from $40 million to $60 million of its outstanding common stock.

How much has eGain repurchased under its buyback program so far?

As of September 3, 2025, eGain had repurchased approximately $39.8 million of its common stock under the stock repurchase program.

How much capacity remains under eGain’s expanded stock repurchase program?

After the increase to $60 million and cumulative repurchases of about $39.8 million, eGain states that approximately $0.2 million of its common stock remains available for repurchase.

How long will eGain’s stock repurchase program remain in effect?

The program will continue until the earlier of (i) the date the aggregate amount of shares that can be repurchased has been repurchased, or (ii) the date the Board of Directors decides to terminate the program.

How can eGain execute repurchases under its stock buyback program?

eGain may repurchase shares on a discretionary basis through open market transactions or privately negotiated transactions, and may also use a Rule 10b5-1 plan for open market repurchases.

Is eGain required to buy a specific number of shares under the program?

No. The stock repurchase program does not obligate eGain to acquire any specific number of shares and may be modified, suspended, or discontinued at any time at the company’s discretion without notice.