Network-1 Technologies (NTIP) sets Rule 10b5-1 plan to repurchase up to 1,000,000 shares

Rhea-AI Filing Summary

Network-1 Technologies, Inc. adopted a Rule 10b5-1 trading plan that authorizes a third-party broker to repurchase up to 1,000,000 shares of its common stock under preset conditions. This structure lets the company continue buybacks even during periods when it might otherwise be restricted by insider trading laws or internal trading blackouts.

The plan permits repurchases in two windows: from January 2, 2026 until two trading days after the company issues a press release with results for the year ended December 31, 2025, and from April 1, 2026 until two trading days after it issues a press release with results for the quarter ended March 31, 2026. All purchases are subject to price, market, volume and timing constraints and must comply with Rule 10b5-1 and Rule 10b-18.

Insights

Equity Capital Markets Analyst

Network-1 set a structured plan to repurchase up to 1,000,000 shares under Rule 10b5-1.

Network-1 Technologies, Inc. has put in place a Rule 10b5-1 trading plan allowing a broker to buy back up to 1,000,000 common shares within defined windows tied to its 2025 year-end and Q1 2026 earnings press releases. Because trades are pre-arranged, the company can continue repurchases even when insiders might otherwise be restricted from trading.

The plan specifies that purchases must adhere to price, market, volume and timing constraints and comply with Rule 10b5-1 and Rule 10b-18, which govern safe-harbor buybacks. Actual impact will depend on how many shares are ultimately repurchased within the two windows linked to the December 31, 2025 and March 31, 2026 results announcements.

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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):          December 24, 2025      

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 8.01 Other 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 January 2, 2026 until two trading days after the Company issues a press release announcing its financial results for the year ended December 31, 2025 and (2) beginning on April 1, 2026 until two trading days after the Company issues a press release announcing its financial results for the quarter ended March 31, 2026. Under the 10b5-1 Plan, the Company’s third party broker may purchase up to 1,000,000 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. 

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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:   December 29, 2025	By:	/s/ Corey M. Horowitz
		Name:   Corey M. Horowitz Title:     Chairman & Chief Executive Officer

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FAQ

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

Network-1 Technologies authorized and entered into a Rule 10b5-1 trading plan that allows a third-party broker to repurchase shares of its common stock under preset conditions.

How many shares can Network-1 Technologies repurchase under the new 10b5-1 plan?

Under the Rule 10b5-1 plan, Network-1 Technologies' third-party broker may purchase up to 1,000,000 shares of the companys common stock, subject to specified constraints.

When will Network-1 Technologies share repurchases under the 10b5-1 plan take place?

Repurchases may occur in two periods: from January 2, 2026 until two trading days after the press release for results for the year ended December 31, 2025, and from April 1, 2026 until two trading days after the press release for results for the quarter ended March 31, 2026.

Why is Network-1 Technologies using a Rule 10b5-1 trading plan for buybacks?

The company states that a Rule 10b5-1 plan allows it to repurchase shares even during self-imposed trading blackouts or when insider trading laws might otherwise limit its ability to trade.

What rules govern Network-1 Technologies repurchases under this plan?

Repurchases under the plan are subject to Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934, as well as price, market, volume and timing constraints set in the plan.

Who will execute the share repurchases for Network-1 Technologies?

A third-party broker will execute share repurchases for Network-1 Technologies in accordance with the terms of the Rule 10b5-1 trading plan.