LITS announces $25M repurchase authorization and Board change

Rhea-AI Filing Summary

Lite Strategy, Inc. (LITS) filed an 8-K announcing two items. First, Thomas C. Reynolds, M.D., Ph.D. notified the Board on October 24, 2025 of his decision to resign as a director, effective November 4, 2025. He will also step down from the Compensation Committee and the Nominating & Governance Committee. The company stated his resignation is not the result of any disagreement with operations, policies, or practices.

Second, the Board authorized a common stock repurchase program under which the company may purchase up to $25 million of its common stock, as announced via press release on October 29, 2025. Repurchases may occur in the open market, through privately negotiated transactions, or under Rule 10b5-1 plans, subject to market conditions, applicable law, and other factors. The program does not obligate any repurchases and may be suspended or discontinued at any time.

Insights

Equity Capital Markets Analyst

$25M buyback authorized; director resignation without disagreement.

Lite Strategy announced Board authorization to repurchase up to $25 million of common stock. The disclosure permits multiple methods, including open market purchases, privately negotiated transactions, and Rule 10b5-1 plans, with activity subject to market conditions and applicable law.

The authorization provides flexibility but carries no obligation to execute, and it can be suspended or discontinued. Any actual impact on share count or liquidity depends on execution levels and pricing, which are not specified in the excerpt.

Governance-wise, the resignation of Thomas C. Reynolds, effective November 4, 2025, is stated as not due to any disagreement. Subsequent filings may provide updates on repurchase activity or Board composition.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What did Lite Strategy (LITS) announce regarding share repurchases?

The Board authorized a common stock repurchase program to buy up to $25 million of common stock.

What methods can Lite Strategy (LITS) use to repurchase shares?

Repurchases may be made via open market purchases, privately negotiated transactions, or Rule 10b5-1 plans.

Is Lite Strategy (LITS) required to repurchase a specific amount of stock?

No. The program does not obligate the company to repurchase any amount and may be suspended or discontinued at any time.

When was the buyback program announced by Lite Strategy (LITS)?

A press release announcing the authorization was issued on October 29, 2025.

Which Lite Strategy (LITS) director is resigning and when is it effective?

Thomas C. Reynolds, M.D., Ph.D. will resign effective November 4, 2025.

Did the director resign due to a disagreement with Lite Strategy (LITS)?

No. The company stated the resignation was not the result of any disagreement.

What Board committees will the resigning director leave at Lite Strategy (LITS)?

He will leave the Compensation Committee and the Nominating & Governance Committee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/30/2025 - 04:00 PM Learn about SEC filing dates

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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): October 24, 2025

Lite Strategy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41827	51-0407811
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
9920 Pacific Heights Blvd., Suite 150
San Diego, California				92121
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 858 369-7100

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

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, $0.00000002 par value		LITS		The Nasdaq Stock Market LLC

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 24, 2025, Thomas C. Reynolds, M.D., Ph.D. informed the board of directors (the “Board”) of Lite Strategy, Inc. (the “Company”) of his decision to resign as a director of the Company, including from his positions as a member of the Compensation Committee and Nominating & Governance Committee of the Board, effective on November 4, 2025. Dr. Reynolds' decision to resign from the Board is not the result of any disagreement with the Company’s operations, policies or practices.

The Company is tremendously grateful for Dr. Reynolds’s valuable insights and contributions during the time he served on the Board.

Item 8.01 Other Events.

On October 29, 2025, the Company issued a press release announcing that the Board authorized a common stock repurchase program (the “Stock Repurchase Program”) under which the Company may purchase up to $25 million of its common stock as market conditions warrant. The Repurchase Program will allow the Company to repurchase shares opportunistically at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion. Such repurchases may be effected through open market purchases, privately negotiated transactions or otherwise, including repurchase plans that satisfy the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the program may be suspended or discontinued at any time.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Exhibit Title
99.1		Press release, dated October 29, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL)

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.

			LITE STRATEGY, INC.
Date:	October 30, 2025	By:	/s/ Justin J. File
			Justin J. File Acting Chief Executive Officer, Chief Financial Officer and Secretary