OCTO Insider Purchase: Director Increases Stake to 154,189 Shares

Rhea-AI Filing Summary

Eightco Holdings Inc. (OCTO) director Frank D. Jennings purchased 136,986 shares of the company's common stock on 09/09/2025 at $1.46 per share, increasing his beneficial ownership to 154,189 shares. The Form 4 reports the non-derivative acquisition and is signed by Mr. Jennings on 09/10/2025. The filing indicates Mr. Jennings is a director and the Form was filed by one reporting person.

Positive

• Director purchase: Frank D. Jennings acquired 136,986 shares, showing insider buying activity.
• Clear disclosure: Transaction reported on Form 4 and signed 09/10/2025.
• Ownership increase: Beneficial ownership rose to 154,189 shares after the purchase.

Negative

• None.

Insights

Financial Analyst

TL;DR: A director purchased a sizable block of shares at $1.46, increasing insider ownership—a potentially positive signal about insider confidence.

The reported acquisition of 136,986 common shares at $1.46 is a clear, explicit insider purchase disclosed on Form 4. From a valuation viewpoint, the transaction raises the director's stake to 154,189 shares, which may align management interests with shareholders. This single transaction provides a concrete data point but lacks context on company market capitalization, timing relative to liquidity events, or whether purchases were made under a plan. As a routine Section 16 disclosure, it is material for investors tracking insider activity but does not on its own convey operational performance or broader strategic changes.

Corporate Governance Expert

TL;DR: Director buying company stock is governance-positive by increasing insider skin in the game, per the filed Form 4.

The Form 4 confirms the reporting person is a director and filed individually. The acquisition is non-derivative and directly increases beneficial ownership to 154,189 shares. From a governance perspective, insider purchases typically indicate alignment with shareholder interests. The filing is complete for the reported transaction but contains no explanatory note about motivation or any 10b5-1 plan designation. The signature and timely filing satisfy disclosure requirements under Section 16.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jennings Frank D

(Last) (First) (Middle)

1739 SAILMAKER STREET

(Street)

CHARLESTON SC 29492

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eightco Holdings Inc. [ OCTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/09/2025		P		136,986	A	$1.46	154,189	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Frank D. Jennings	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did the Eightco (OCTO) Form 4 report?

The filing reports a non-derivative purchase of 136,986 common shares on 09/09/2025 at $1.46 per share.

Who made the reported insider transaction for OCTO?

The reporting person is Frank D. Jennings, identified as a director of Eightco Holdings Inc.

How many OCTO shares does the reporting person own after the transaction?

Following the reported purchase, the filing states beneficial ownership of 154,189 shares.

When was the Form 4 signed and filed?

The Form 4 is signed by Frank D. Jennings and dated 09/10/2025.

Was the transaction part of a 10b5-1 trading plan according to the filing?

The Form 4 does not indicate that the transaction was made pursuant to a 10b5-1 plan; no such designation is included in the disclosed fields.