IZEA taps Ladenburg for $8.6M stock repurchase plan under 10b5-1

Rhea-AI Filing Summary

IZEA Worldwide, Inc. (Nasdaq: IZEA) filed an amended Form 8-K announcing it has entered into a Rule 10b5-1/10b-18 stock repurchase agreement with Ladenburg Thalmann & Co. Inc. on 16 June 2025.

The agreement authorizes Ladenburg to repurchase, on the Company’s behalf, up to $8.6 million of IZEA common stock—the remaining capacity of the previously disclosed buyback program. Purchases may begin on 16 July 2025 and will continue until the earlier of 15 May 2026, completion of the $8.6 million limit, or other specified termination events. Transactions can occur in the open market or via privately negotiated deals at prices management deems appropriate.

Because the plan is pre-arranged under Rule 10b5-1, it allows repurchases to continue during blackout periods, providing execution flexibility while reducing insider-trading risk. No additional financial statements were included, and no changes to guidance, capital structure, or operations were disclosed.

Positive

• $8.6 M share repurchase authorization provides immediate shareholder-return mechanism and can be EPS-accretive if shares trade below intrinsic value.
• Rule 10b5-1 structure enables continuous execution during blackout periods, reducing insider-trading risk and signaling strong governance practices.

Negative

• None.

Insights

Equity Research Analyst

TL;DR: IZEA activates $8.6 M buyback via 10b5-1, modestly accretive and signals confidence; minor but positive shareholder return.

The company is committing its remaining authorized capital to repurchase shares, equating to $8.6 million. While the filing omits share count or cash-on-hand data, the structured 10b5-1 program ensures continuous execution regardless of blackout windows, which helps smooth daily volume impact and mitigates insider-trading concerns. Buybacks are usually EPS-accretive when executed below intrinsic value and may limit downside volatility by providing a standing bid. The absence of other material changes keeps the news narrowly focused on capital allocation. Impact: Positive but incremental; magnitude depends on IZEA's market capitalization and liquidity.

Corporate Governance Specialist

TL;DR: Pre-programmed buyback strengthens governance compliance while returning cash; low risk, shareholder-friendly move.

Adopting a Rule 10b5-1 framework reflects sound governance practices by insulating executives from trading-window constraints. Delegation to a reputable broker (Ladenburg) enhances procedural rigor. The plan’s termination triggers and fixed dollar cap further limit opportunistic manipulation. No dilution events, equity grants, or debt issuances accompany the action, suggesting disciplined balance-sheet use. Overall, investors gain transparency and predictable execution, supporting a favorable governance assessment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________

FORM 8-K/A

CURRENT REPORT

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

_____________________________________________________________________________________

Date of Report (Date of earliest event reported): June 16, 2025

IZEA WORLDWIDE, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

001-37703

37-1530765

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1317 Edgewater Dr #1880, Orlando, Florida						32804
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (407) 674-6911

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 $0.0001 per share

IZEA

The 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. o

Item 1.01. Entry into a Material Definitive Agreement.

On June 16, 2025, IZEA Worldwide, Inc., a Nevada corporation (the “Company”), and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) entered into an agreement (the “Agreement”) pursuant to which Ladenburg has been authorized on the Company’s behalf to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which purchases may commence on July 16, 2025 and terminate on the earliest of May 15, 2026, or at such time as the aggregate number of shares are repurchased or upon certain other events. Purchases will be made from time to time, depending on market conditions, in open market or privately negotiated transactions, at prices deemed appropriate by management. The Agreement was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended, in order to assist the Company in implementing its stock repurchase programs. The Agreement provides for the purchase of up to $8.6M of Common Stock, which is the remainder of its obligation under the previously disclosed share repurchase program.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			10b5-1 Issuer Repurchase Instructions.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

			IZEA WORLDWIDE, INC.
			By:			/s/Peter J. Biere
						Name:			Peter J. Biere
						Title:			Chief Financial Officer
Date: June 18, 2025

FAQ

When will IZEA (IZEA) begin its new share repurchase program?

Purchases may commence on July 16, 2025 under the Rule 10b5-1 agreement.

What is the maximum dollar amount authorized for IZEA's buyback?

The agreement allows repurchases of up to $8.6 million of IZEA common stock.

Which broker is executing IZEA's Rule 10b5-1 buyback?

IZEA appointed Ladenburg Thalmann & Co. Inc. to purchase shares on its behalf.

How long will the IZEA buyback plan remain in effect?

The program terminates on the earlier of May 15, 2026 or once the $8.6 million limit is reached.

Does the 8-K/A disclose any changes to IZEA's financial guidance or operations?

No. The filing is limited to the share repurchase agreement; no financial guidance or operational changes were provided.