Clayton Partners trims Network-1 Technologies (NTIP) holding to 4.5% stake

Rhea-AI Filing Summary

Clayton Partners LLC filed an amended Schedule 13G reporting its beneficial ownership in Network-1 Technologies, Inc. common stock. As of December 31, 2025, Clayton Partners beneficially owned 1,018,627 shares, representing 4.5% of the outstanding common shares.

The filing shows Clayton Partners has sole voting and dispositive power over all reported shares, with no shared power. The firm certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Network-1.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

NETWORK-1 TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

64121N109

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 64121N109

1

Names of Reporting Persons

Clayton Partners LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,018,627.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,018,627.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,018,627.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.5 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NETWORK-1 TECHNOLOGIES, INC.
(b)	Address of issuer's principal executive offices: 65 Locust Avenue, New Canaan, CT 06840
Item 2.
(a)	Name of person filing: Clayton Partners LLC
(b)	Address or principal business office or, if none, residence: 3160 COLLEGE AVENUE, SUITE 203 BERKELEY, CA 94705
(c)	Citizenship: DELAWARE
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 64121N109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,018,627
(b)	Percent of class: 4.5%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: sole power to vote or to direct the vote: 1,018,627 Shares
	(ii) Shared power to vote or to direct the vote: shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: sole power to dispose or to direct the disposition of: 1,018,627 Shares
	(iv) Shared power to dispose or to direct the disposition of: shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable 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.

Clayton Partners LLC

Signature:	/s/ Alex C. Gates
Name/Title:	Chief Compliance Officer
Date:	02/09/2026

FAQ

What percentage of Network-1 Technologies (NTIP) does Clayton Partners LLC own?

Clayton Partners LLC beneficially owns 4.5% of Network-1 Technologies’ common stock. The position totals 1,018,627 shares as of December 31, 2025, according to the amended Schedule 13G filing.

How many NTIP shares are reported by Clayton Partners LLC in this Schedule 13G/A?

Clayton Partners LLC reports beneficial ownership of 1,018,627 shares of Network-1 Technologies common stock. This stake represents 4.5% of the class as of December 31, 2025, with sole voting and sole dispositive power over all reported shares.

Is Clayton Partners LLC a passive investor in Network-1 Technologies (NTIP)?

Yes. Clayton Partners LLC certifies that the Network-1 shares were acquired and are held in the ordinary course of business. The filing states they were not acquired to change or influence control of the issuer, consistent with a passive investment intent.

Does Clayton Partners LLC share voting power over its NTIP stake?

No. The Schedule 13G/A states Clayton Partners LLC has sole voting power over 1,018,627 shares and shared voting power over zero shares. It also has sole dispositive power over the same number of shares, with no shared dispositive authority reported.

Why did Clayton Partners LLC file an amended Schedule 13G for NTIP?

The amendment updates Clayton Partners LLC’s beneficial ownership information for Network-1 Technologies as of December 31, 2025. It confirms a 4.5% ownership level and includes the standard certification that the holdings are not for influencing or changing control of the company.

What type of security does Clayton Partners LLC hold in Network-1 Technologies?

Clayton Partners LLC holds Network-1 Technologies common stock. The filing identifies the security as common stock with CUSIP 64121N109, and reports beneficial ownership of 1,018,627 shares, representing 4.5% of that class as of December 31, 2025.