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Network-1 (NYSE: NTIP) adopts 10b5-1 plan to repurchase 500,000 shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Network-1 Technologies, Inc. has adopted a Rule 10b5-1 trading plan to repurchase its common stock through a third-party broker. The plan authorizes purchases of up to 500,000 shares, subject to price, market, volume and timing constraints.

Repurchases may occur in two windows: from July 10, 2026 until two trading days after the press release of results for the quarter ended June 30, 2026, and from October 1, 2026 until two trading days after the press release of results for the quarter ended September 30, 2026. The structure allows buybacks even during periods when usual trading restrictions apply.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Maximum shares under 10b5-1 plan 500,000 shares Authorized common stock repurchases under Rule 10b5-1 plan
First repurchase window start July 10, 2026 Begins first buyback period tied to June 30, 2026 quarter results
Second repurchase window start October 1, 2026 Begins second buyback period tied to September 30, 2026 quarter results
Rule 10b5-1 regulatory
"a written trading plan (10b5-1 Plan) under Rule 10b5-1 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
"subject to Rule 10b5-1 and Rule 10b-18 under the Exchange Act"
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.
trading black-outs regulatory
"repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading black-outs"
third party broker financial
"Under the 10b5-1 Plan, the Company’s third party broker may purchase up to 500,000 shares"
share repurchase financial
"allows a company to repurchase its shares at times when it might otherwise be prevented"
A share repurchase is when a company uses cash to buy its own shares from the market, reducing the number of shares available to outside investors. Like a homeowner buying back rooms in a shared house to increase their own stake, repurchases can raise earnings per share and often signal management thinks the stock is undervalued, but they also use up cash that could have gone to dividends, investments, or debt reduction — all important considerations for investors.
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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):          June 29, 2026      

 

NETWORK-1 TECHNOLOGIES, INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware 001-15288 11-3027591
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

65 Locust Avenue, Third Floor, New Canaan, Connecticut 06840

 

(Address of Principal Executive Offices) (Zip Code)

(203) 920-1055 

 

(Registrant’s telephone number, including area code)

N/A

 

(Former name or former address, if changed since last report)

 

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 $0.01 per share

NTIP

 NYSE American

  

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))

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 8.01Other Events.

The Board of Directors of Network-1 Technologies, Inc. (the “Company”) has authorized, and the Company has entered into, a written trading plan (10b5-1 Plan) under Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading black-outs or pursuant to insider trading laws. Purchases under the Company’s 10b5-1 Plan are for the following periods: (1) beginning on July 10, 2026 until two trading days after the Company issues a press release announcing its financial results for the quarter ended June 30, 2026 and (2) beginning on October 1, 2026 until two trading days after the Company issues a press release announcing its financial results for the quarter ended September 30, 2026. Under the 10b5-1 Plan, the Company’s third party broker may purchase up to 500,000 shares of the Company’s common stock, subject to certain price, market, volume and timing constraints, in accordance with the terms of the plan and subject to Rule 10b5-1 and Rule 10b-18 under the Exchange Act. 

 

 

 

 

 

 

 

 

 

 

 

 

-2- 

 

 

 

SIGNATURE

 

 

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.

 

  NETWORK-1 TECHNOLOGIES, INC.
     
     
Dated:    July 2, 2026 By: /s/ Corey M. Horowitz
      

Name:   Corey M. Horowitz

Title:     Chairman & Chief Executive Officer
     

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

-3-

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Network-1 Technologies (NTIP) announce in this 8-K?

Network-1 Technologies adopted a Rule 10b5-1 trading plan allowing repurchases of up to 500,000 common shares. A third-party broker will execute buybacks during specified trading windows, subject to price, market, volume and timing constraints under Rules 10b5-1 and 10b-18.

How many Network-1 Technologies (NTIP) shares can be repurchased under the plan?

The 10b5-1 plan permits repurchases of up to 500,000 shares of Network-1’s common stock. Actual purchases depend on conditions such as price, market factors, trading volume and timing constraints that govern how the third-party broker may execute transactions.

When can Network-1 Technologies (NTIP) buy back shares under the 10b5-1 plan?

The plan covers two periods: starting July 10, 2026 until two trading days after the earnings press release for the quarter ended June 30, 2026, and from October 1, 2026 until two trading days after the press release for the quarter ended September 30, 2026.

Why did Network-1 Technologies (NTIP) adopt a Rule 10b5-1 share repurchase plan?

The company states that a Rule 10b5-1 plan lets it repurchase shares even during self-imposed trading black-outs or when insider trading laws might otherwise restrict activity. The pre-arranged structure helps enable compliant, systematic buybacks administered by a third-party broker.

Who executes Network-1 Technologies (NTIP) repurchases under the plan?

Repurchases under the 10b5-1 plan are executed by a third-party broker on behalf of Network-1. The broker may buy shares only within the plan’s limits and must follow specified price, market, volume and timing constraints, as well as applicable Exchange Act rules.

Filing Exhibits & Attachments

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