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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):
February 17, 2026
GD Culture Group Limited
(Exact name of Company as specified in charter)
| Nevada |
|
001-37513 |
|
47-3709051 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
111 Town Square Place, Suite #1203
Jersey City, NJ 07310
(Address of principal executive offices) (Zip
code)
+1-347-2590292
(Registrant’s 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 Company under any of the following provisions (see General Instruction
A.2. below):
|
☐ |
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 $0.0001 |
|
GDC |
|
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 7.01 Regulation FD Disclosure.
On February 17, 2026, the
board of directors (the “Board”) of GD Culture Group Limited, a Nevada corporation (the “Company”) approved a
share repurchase program (the “share repurchase program”) that authorizes the Company to repurchase up to $100 million of
its common stock, par value $0.0001 per share. The share repurchase program expires on August 17, 2026. Repurchases may be made from time
to time in the open market, by round lot or block purchases, in privately negotiated transactions, or pursuant to any trading plan that
may be adopted in accordance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and applicable federal
securities laws. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including bitcoin
price based on the CME CF Bitcoin Reference Rate - New York Variant, the market price and trading volume of the Company’s shares,
general market and economic conditions, and other factors. The share repurchase program does not obligate the Company to acquire any particular
amount of common stock, and it may be terminated, modified or suspended at any time at the Company’s discretion.
On February 18, 2026, the
Company issued a press release entitled “GD Culture Announces up to US$100 Million Share Repurchase Program”. A copy of the
press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01
of this Current Report on Form 8-K, including the information in the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18
of the Exchange Act or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current
Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
This report shall be deemed
to be incorporated by reference into the registration statements of the Company on Form S-3 (File No. 333-279141 and 333-292934) and to
be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed
or furnished.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description of Exhibit |
| 99.1 |
|
Press release - GD Culture Announces up to US$100 Million Share Repurchase Program |
| 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 hereunto
duly authorized.
| |
GD CULTURE GROUP LIMITED |
| |
|
| Date: February 18, 2026 |
By: |
/s/ Xiaojian Wang |
| |
Name: |
Xiaojian Wang |
| |
Title: |
Chief Executive Officer, President and
Chairman of the Board |
Exhibit 99.1
GD Culture Announces up to US$100 Million Share
Repurchase Program
NEW YORK, February 18, 2026 (GLOBE NEWSWIRE) --
GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC) today announced that its board of directors has
authorized a share repurchase program under which the Company may repurchase up to US$100 million worth of its shares within the next
6 months ending on August 17, 2026, subject to market conditions.
Under the share repurchase program, the Company
may periodically repurchase its common stock through open market or privately negotiated transactions thereof in compliance with applicable
securities laws and the Company’s insider trading policy. The number of common stocks to be repurchased and the timing of repurchases
will be determined by management at its discretion and will depend on a number of factors, including, but not limited to, bitcoin price
based on the CME CF Bitcoin Reference Rate - New York Variant, price, trading volume and general market conditions of the shares, along
with the Company’s working capital requirements and general business conditions and applicable legal requirements. The Company’s
board of directors will review the share repurchase program periodically, and may authorize adjustments to its terms and/or size.
About GD Culture Group Limited
GD Culture Group Limited (the “Company”)
(Nasdaq: GDC) is a Nevada company currently conducting business mainly through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”)
and Shanghai Xianzhui Technology Co., Ltd. The Company plans to enter into the livestreaming market with a focus on e-commerce through
its wholly owned U.S. subsidiary, AI Catalysis, a Nevada corporation incorporated in May 2023. The Company’s main businesses include
AI-driven digital human technology and live-streaming e-commerce business. For more information, please visit the Company's website at https://www.gdculturegroup.com/.
Forward-Looking Statements
This announcement contains forward-looking statements
within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks
and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking
statements by words or phrases such as "may," "will," "expect," "anticipate," "aim,"
"estimate," "intend," "plan," "believe," "potential," "continue," "is/are
likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent
occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that
the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out
to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
For more information, please contact:
GD Culture Group Limited
Investor Relations Department
Email: ir@gdculturegroup.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
