IZEA (IZEA) sets 10b5-1 plan to repurchase up to $8.7M in stock

Rhea-AI Filing Summary

IZEA Worldwide, Inc. entered into a Rule 10b5-1 stock repurchase agreement with Ladenburg Thalmann to continue buying back its common stock under an existing share repurchase program. The instructions authorize repurchases of up to $8,675,298 of stock, representing the remaining capacity under a previously approved $10,000,000 program.

As of May 15, 2026, IZEA had already repurchased at least 523,268 shares for $1,324,702. Under the new instructions, Ladenburg will execute daily purchases on Nasdaq or in block trades between May 18, 2026 and the earlier of November 13, 2026 or when the remaining authorization is fully used, subject to price, volume and legal limitations.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Repurchase program size: $10,000,000 Shares already repurchased: 523,268 shares Cost of prior repurchases: $1,324,702 +4 more

7 metrics

Repurchase program size $10,000,000 Maximum total share repurchase authorization under the Program

Shares already repurchased 523,268 shares Common stock repurchased under the Program as of May 15, 2026

Cost of prior repurchases $1,324,702 Total cost of shares repurchased under the Program as of May 15, 2026

Remaining authorization $8,675,298 Value of common stock to be repurchased under new instructions

Instructions effective date May 18, 2026 Start date for broker repurchases under Rule 10b5-1 instructions

Instructions termination date November 13, 2026 Scheduled end date unless remaining authorization is used earlier

Program authorization date September 6, 2024 Date of Cooperation Agreement establishing the repurchase Program

Key Terms

Rule 10b5-1, Rule 10b-18, share repurchase programs, self tender offer, +2 more

6 terms

Rule 10b5-1 regulatory

"The Agreement was adopted under the safe harbor provided by Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

Rule 10b-18 regulatory

"these Instructions comply with the manner, time, price, and volume requirements under the SEC Rule 10b-18"

Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.

share repurchase programs financial

"Issuer has previously enacted share repurchase programs, including via a self tender offer and a buyback program"

A share repurchase program is when a company uses its cash to buy back its own stock from the market, reducing the number of shares held by outside investors. For investors this matters because fewer shares can increase each remaining share’s portion of profits and often supports the stock price, like slicing the same pie into fewer pieces so each piece is larger, and it also signals how management prioritizes returning cash versus other uses.

self tender offer financial

"previously enacted share repurchase programs, including via a self tender offer and a buyback program"

A self tender offer is when a company offers to buy back its own shares directly from shareholders at a specified price for a limited time. Investors should care because it reduces the number of shares outstanding and can raise the stock price, change ownership stakes, and signal management’s view that the shares are undervalued—think of it as a retailer temporarily buying back its own products to tighten supply and support prices.

Cooperation Agreement regulatory

"pursuant to the Cooperation Agreement, dated September 6, 2024 (the “Program”)"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

Confidential Information other

"“Confidential Information” means these Instructions and all information disclosed by the Issuer to the Broker"

Information a company keeps private because revealing it could affect its competitive position, financial performance, or legal standing; examples include undisclosed financial plans, product designs, contract terms, or upcoming deals. Investors care because leaks or improper disclosure can move stock prices, trigger legal or regulatory trouble, or give unfair advantage—think of it as a company’s secret recipe that, if exposed, changes how others value and trade its shares.

Understanding 8-K Material Events →

0001495231false1317 Edgewater Dr#1880OrlandoFloridaNasdaq00014952312026-05-152026-05-15

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): May 15, 2026

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 May 15, 2026, 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 May 18, 2026 and terminate on the earliest of November 13, 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: May 15, 2026

Exhibit 99.1

10b5-1 Issuer Repurchase Instructions

Issuer Securities Repurchase Instructions dated May 15, 2026 (the “Instructions”), between IZEA Worldwide, Inc. (the “Issuer”) and Ladenburg Thalmann & Co. Inc. (the “Broker”).

WHEREAS, Issuer has previously enacted share repurchase programs, including via a self tender offer and a buyback program, pursuant to the Cooperation Agreement, dated September 6, 2024 (the “Program”), for the repurchase of a maximum of up to $10,000,000 of its common stock, par value $0.0001 per share (the “Common Stock”);

WHEREAS, pursuant to the Program, at least 523,268 shares of Common Stock have been repurchased under the Program for a total cost of $1,324,702 as of the close of business on May 15, 2026;

WHEREAS, as part of the Program for the repurchase of its Common Stock, Issuer desires to implement the instructions set forth herein (the “Instructions”); and

WHEREAS, Issuer desires to appoint Broker as its single broker to repurchase shares of Common Stock on its behalf in accordance with these Instructions and the Program;

NOW, THEREFORE, the Issuer and Broker hereby agree as follows:

1.Trading Requirements.

a.Broker shall effect a repurchase (each a “Purchase”) of shares of Common Stock on each day on which The Nasdaq Capital Market (“Nasdaq”) is open for trading at a price not in excess of the price per share limitation set forth in Schedule A to these Instructions.

b.Broker shall purchase shares of Common Stock on the open Nasdaq market or in block purchases, subject to the (i) price per share limitation set forth in Schedule A to these Instructions, (ii) the termination provisions for these Instructions as set forth in Section 2 below, and (iii) any other limitation as set forth in these Instructions.

2.Effective Date/Termination. The Instructions shall become effective as of May 18, 2026, without the need for a 30-day standstill, and shall terminate upon the earlier of:

a.November 13, 2026;

b.such time as the aggregate value of all shares of Common Stock purchased under these Instructions equals $8.675,298 of its common stock, par value $0.0001 per share (the "Common Stock");

c.the receipt of written notice from the Issuer requesting the termination of the Instructions; provided that Issuer may request termination under this Subsection 2(c) whenever a failure to do so would cause or contribute to, or allow or contribute to the continuation of, a breach of a covenant or obligation of Issuer in connection with any obligation other than those arising solely under these Instructions; or

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d.any time any trade contemplated hereunder shall result in a violation of, or adverse consequences under, applicable securities laws.

3.Representations and Warranties.

a.Issuer represents and warrants that the Purchase of Common Stock pursuant to these Instructions has been duly authorized by the Issuer and is consistent with the Issuer’s Program.

b.Issuer understands that Broker may not be able to effect a Purchase due to a market disruption or a legal, regulatory or contractual restriction applicable to the Broker, in contrast with an exercise of discretion by Broker. If any Purchase cannot be executed due to a market disruption, a legal, regulatory or contractual restriction applicable to the Broker or any other event, Broker shall effect such Purchase as promptly as practical after the cessation or termination of such market disruption, applicable restriction or other event.

c.Issuer represents and warrants that it is not aware of material, nonpublic information and is entering into these Instructions in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

d.Issuer agrees that it shall not, directly or indirectly, communicate any information relating to the Common Stock or the Issuer to any employee of Broker or its affiliates who is involved, directly or indirectly, in executing these Instructions at any time while these Instructions are in effect. Issuer acknowledges and agrees that it does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Common Stock pursuant to these Instructions.

e.Broker agrees to notify Issuer by telephone and email, at the following number and e-mail address, of a Purchase pursuant to these Instructions within 24 hours of any such purchase:

IZEA Worldwide, Inc.

Mr. Peter J. Biere

Chief Financial Officer

Tel.: (407) 674-6911

Email Address: peter.biere@izea.com

a.Broker agrees to make appropriate arrangements with the Issuer and its transfer agent to arrange for the delivery of the shares of Common Stock purchased pursuant to these Instructions.

4.Compliance with the Securities Laws.

a.It is the intent of the parties that these Instructions comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and (c)(2) under the Exchange Act, and these Instructions shall be interpreted to comply with the requirements of Rule 10b5-1(c). Further, it is the intent of the parties that these Instructions comply

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with the manner, time, price, and volume requirements under the SEC Rule 10b-18.

b.Issuer shall be solely responsible for compliance with all statutes, rules and regulations applicable to the Issuer and the transactions contemplated hereby, including without limitation, all reporting and filing requirements. Issuer represents and warrants that the Program and the transactions contemplated hereby are consistent with the Issuer’s publicly announced share repurchase programs and that the Program has been duly authorized by the appropriate committee of the Issuer’s board of directors.

c.Issuer has consulted with Issuer’s own advisors as to the legal, tax, business, financial and related aspects of Issuer’s adoption and implementation of the Program. Issuer acknowledges that Broker is not acting as a fiduciary or an advisor for Issuer.

5.Confidentiality. “Confidential Information” means these Instructions and all information disclosed by the Issuer to the Broker, in writing, orally or by inspection of tangible media. Confidential Information shall not include any information which (a) was publicly known prior to the time of disclosure; (b) becomes publicly known after disclosure by the Issuer through no wrongful action or omission of the Broker; (c) is obtained by the Broker from a third party without breach of such third party’s obligations of confidentiality; or (d) is independently developed by the Broker without access to the Issuer’s Confidential Information. Broker agrees (i) not to use or disclose to any third-party Confidential Information for any purpose other than as contemplated by these Instructions, and (ii) to use reasonable efforts to protect the secrecy of and avoid unauthorized use and disclosure of the Confidential Information, including without limitation, using at least the same degree of care it uses to protect its own confidential information. Notwithstanding the foregoing, Broker may use or disclose Confidential Information to the extent necessary to exercise its rights or fulfill its obligations hereunder, and/or to comply with applicable governmental regulations; provided that if Broker is required by law to make any public disclosure of Confidential Information to the extent it may legally do so, it will give reasonable advance notice to the Issuer of such disclosure and will use its reasonable efforts to secure confidential treatment of Confidential Information prior to its disclosure.

6.Indemnification.

a.Issuer agrees to indemnify and hold harmless Broker and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to Broker’s actions taken or not taken in compliance with these Instructions or arising out of or attributable to any breach by Issuer of these Instructions (including Issuer’s representations and warranties hereunder) or any violation by Issuer of applicable laws or regulations; provided, however, that Issuer shall not be obligated to indemnify Broker for any damages determined to have resulted from the gross negligence or willful misconduct, or a material violation of these Instructions or applicable law, of Broker or its directors,

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officers, employees or affiliates. This indemnification shall survive termination of these Instructions.

b. Notwithstanding any other provision hereof, Broker shall not be liable to Issuer for:

i.Special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or

ii.Any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including, but not limited to, failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”

c.Issuer acknowledges and agrees that in performing Issuer’s obligations hereunder neither Broker nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Issuer’s assets, or exercising any authority or control respecting management or disposition of Issuer’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Issuer or Issuer’s assets. Without limiting the foregoing, Issuer further acknowledges and agrees that neither Broker nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Issuer’s assets.

7.Modification. These Instructions may be modified by Issuer provided such modification (i) is in writing; (ii) is made in good faith and not as a part of a plan or scheme to evade prohibitions of Rule 10b-5; and (iii) is in accordance with the terms of these Instructions.

8.Governing Law. These Instructions shall be governed by and constructed in accordance with the laws of the State of New York.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the undersigned have signed these Instructions as of the date first written above.

			IZEA WORLDWIDE, INC.
			By:			/s/ Peter Biere
						Name:			Peter Biere
						Title:			Chief Financial Officer

			LADENBURG THALMANN & CO. INC.
			By:			/s/ Michael Gideon
						Name:			Michael Gideon
						Title:			Co-President and Co-CEO

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FAQ

What did IZEA (IZEA) announce regarding its stock repurchase plans?

IZEA authorized Ladenburg Thalmann to repurchase common stock under a Rule 10b5-1 plan. The agreement covers the remaining authorization of the company’s previously approved $10,000,000 share repurchase program and sets detailed trading, timing, and compliance instructions for those buybacks.

How large is IZEA’s (IZEA) total share repurchase program?

IZEA’s share repurchase program authorizes up to $10,000,000 of common stock repurchases. This limit was set under a Cooperation Agreement dated September 6, 2024 and includes all prior methods, such as a self tender offer and open-market buyback program.

How much stock has IZEA (IZEA) already repurchased under the program?

As of May 15, 2026, IZEA had repurchased at least 523,268 shares of common stock. These repurchases were made for a total cost of $1,324,702 under its existing $10,000,000 share repurchase program authorized by the board.

How much buyback capacity remains for IZEA (IZEA) under the new instructions?

The new issuer repurchase instructions cover up to $8,675,298 of IZEA common stock. This amount represents the remaining capacity under the company’s previously authorized $10,000,000 share repurchase program after prior repurchases totaling $1,324,702.

What is the timeframe for IZEA’s (IZEA) Rule 10b5-1 repurchase instructions?

The repurchase instructions become effective May 18, 2026 and end on the earlier of November 13, 2026, full use of the $8,675,298 remaining authorization, issuer-initiated termination, or if trades would cause violations of applicable securities laws.

How will Ladenburg execute IZEA (IZEA) stock repurchases under the plan?

Ladenburg will buy IZEA shares on Nasdaq or via block purchases, following price limits in Schedule A and Rule 10b-18 volume and timing conditions. The broker must purchase on each Nasdaq trading day, subject to market disruptions, legal restrictions, and the plan’s termination provisions.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 37.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB