Welcome to our dedicated page for Inuvo SEC filings (Ticker: INUV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Inuvo, Inc. filings document an AI-driven advertising technology issuer, its common stock, governance matters and material corporate events. Recent Form 8-K disclosures cover results of operations, preliminary revenue information, convertible-note financing and registration rights, settlement proceeds, executive appointments, and amendments to service agreements involving its Vertro subsidiary.
Inuvo proxy materials describe annual meeting voting matters, including director elections and ratification of the independent registered public accounting firm. The filing record also documents common-stock issuance limits under NYSE American rules, exhibits for material agreements, Regulation FD updates, and operating disclosures tied to IntentKey, Platform activity and digital advertising technology.
Inuvo, Inc. director Richard K. Howe reported equity compensation-related transactions. On March 1, 2026, he exercised 41,667 restricted stock units, converting them into 41,667 shares of common stock at a price of $0.00 per share. Each restricted stock unit represented a contingent right to receive one share of common stock.
On the same date, Howe disposed of 19,411 common shares at $2.55 per share in a tax-withholding transaction used to satisfy tax liabilities arising from the equity award. After these transactions, he held 526,392 shares of Inuvo common stock directly.
Inuvo, Inc. reported that its wholly owned subsidiary, Vertro, Inc., has entered into an Extension Amendment to its Google Services Agreement with Google LLC. The amendment, dated February 17, 2026 and effective March 1, 2026, extends the agreement’s term by one month.
With this change, the Google Services Agreement, originally effective January 1, 2024, now expires on March 31, 2026. The company has filed the full amendment as an exhibit for reference.
Inuvo, Inc. is registering up to 5,000,000 shares of common stock for resale by a single selling stockholder, 3i, LP. These shares are issuable upon conversion of a $3,333,333 Convertible Note with a conversion price of $3.10 per share, subject to adjustments with a minimum of $0.736.
The company already sold the Convertible Note in a private placement and received gross proceeds of $3 million, which it plans to use for general corporate purposes, including working capital. Inuvo will not receive any proceeds from the resale of the shares covered by this prospectus.
Inuvo operates an advertising technology business built around proprietary generative large language AI that targets audiences without using consumer identity or data. Key risks highlighted include potential dilution from share issuances, stock price volatility, reliance on major customers and partners, cybersecurity threats, regulatory and privacy compliance, possible future financings that may be dilutive, and the lack of anticipated cash dividends in the foreseeable future.
Inuvo, Inc. has filed a resale registration to allow a selling stockholder to offer up to 5,000,000 shares of common stock issuable upon conversion of a $3,333,333 Convertible Note. The note converts at $3.10 per share, subject to adjustments with a floor of $0.736.
Inuvo is not selling shares in this offering and will receive no proceeds from any resale. The company previously received gross proceeds of $3,000,000 from the private placement of the note for general corporate and working capital purposes. Shares outstanding were 14,713,725 as of February 5, 2026. NYSE American rules limit issuances to 2,941,274 shares absent shareholder approval, and a Beneficial Ownership Limitation generally caps the holder below 4.99% of outstanding shares.
Inuvo, Inc. reported that Chief Executive Officer and director Robert C. Buchner received a grant of 75,000 restricted stock units on February 1, 2026. Each unit represents the right to receive one share of Inuvo common stock at no cash exercise price.
The restricted stock units vest in installments of 33.33% per year, beginning on the first anniversary of the grant date and continuing annually until fully vested by February 1, 2029. Following this grant, Buchner directly beneficially owns 75,000 derivative securities tied to Inuvo common stock.
Inuvo, Inc. reported receiving gross proceeds of approximately $6.2 million on January 29, 2026 from a previously disclosed class action settlement. The company characterizes this payment as a one-time, non-recurring cash inflow rather than ongoing operating income. Inuvo later issued a press release on February 2, 2026 describing the receipt of these settlement proceeds.
Inuvo, Inc. filed a current report describing a shareholder update call held on January 28, 2026. During this call, Robert C. Buchner, who becomes the company’s new Chief Executive Officer effective February 1, 2026, outlined his strategic priorities and vision for Inuvo’s next phase of growth.
The prepared remarks from this shareholder update are provided in a call script, which is included as an exhibit to the report and incorporated by reference for informational purposes. The company notes that this shareholder update material is being furnished under Regulation FD rather than formally filed under securities laws.
Inuvo, Inc. reported several corporate updates. Its Vertro subsidiary signed an amendment with Google LLC extending an existing Google Services Agreement by one month, moving the expiration date to February 28, 2026.
The company announced a leadership transition. Chief Operating Officer and director Robert C. Buchner becomes Chief Executive Officer on February 1, 2026 and Chairman of the Board immediately, while current CEO Richard K. Howe steps down from the CEO role on January 31, 2026 but remains on the Board. Inuvo entered into an amended and restated employment agreement with Mr. Buchner providing a minimum annual base salary of $400,000 and defining incentive eligibility and termination benefits.
In connection with the transition, Inuvo and Mr. Howe agreed to a separation package that includes separation pay totaling $682,813 over 22 months, payment for up to 18 months of COBRA continuation coverage, and full vesting of 120,001 restricted stock units on his termination date. Inuvo also furnished a press release with preliminary Q4 2025 revenue and a separate release announcing Mr. Buchner’s appointment.
Inuvo, Inc. reported several corporate updates. Its Vertro subsidiary signed an amendment with Google LLC extending an existing Google Services Agreement by one month, moving the expiration date to February 28, 2026.
The company announced a leadership transition. Chief Operating Officer and director Robert C. Buchner becomes Chief Executive Officer on February 1, 2026 and Chairman of the Board immediately, while current CEO Richard K. Howe steps down from the CEO role on January 31, 2026 but remains on the Board. Inuvo entered into an amended and restated employment agreement with Mr. Buchner providing a minimum annual base salary of $400,000 and defining incentive eligibility and termination benefits.
In connection with the transition, Inuvo and Mr. Howe agreed to a separation package that includes separation pay totaling $682,813 over 22 months, payment for up to 18 months of COBRA continuation coverage, and full vesting of 120,001 restricted stock units on his termination date. Inuvo also furnished a press release with preliminary Q4 2025 revenue and a separate release announcing Mr. Buchner’s appointment.
Inuvo, Inc. entered into a securities purchase agreement to issue subordinated convertible notes with an aggregate principal amount of $3,333,333.33, issued with a 10% original issue discount and convertible into common stock at $3.10 per share under specified conditions. The company also signed a registration rights agreement requiring it to file and seek effectiveness of a resale registration statement for the related securities within set 30- and 60-day timelines. Under NYSE American rules, Inuvo may not issue more than 2,941,274 shares of common stock, equal to 19.99% of shares outstanding immediately before the agreement, without prior stockholder approval, and individual buyers are limited to 4.99% beneficial ownership, which they may increase to 9.99% with 61 days’ notice. Curvature Securities LLC acts as placement agent, receiving a 6% cash fee on gross proceeds from each drawdown plus $7,500 of expenses, and the new notes are subordinated to existing debt under a debt subordination agreement with the senior lender.