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Pineapple Financial (NYSE: PAPL) approves $15M share repurchase

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

Rhea-AI Filing Summary

Pineapple Financial Inc. expanded its share repurchase program, raising the total authorization from US$3,000,000 to up to US$15,000,000 of its outstanding common shares. The Board approved this increase and the company plans to begin repurchasing shares immediately under the initial US$3,000,000 authorization, subject to securities laws and having no material non-public information at the time of purchase.

The expanded authorization includes the original US$3,000,000 and an additional up to US$12,000,000, which may be used for future buybacks depending on further Board approval, solvency requirements, and the company’s financial condition and liquidity. Repurchases may occur from time to time in the open market under Rule 10b-18 and Rule 10b5-1, and the program can be modified, suspended, or terminated at the company’s discretion.

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Insights

Pineapple boosts buyback capacity to US$15M, adding flexibility without fixed commitments.

Pineapple Financial increased its share repurchase authorization from US$3,000,000 to US$15,000,000. The company intends to start repurchases immediately under the existing US$3,000,000 tranche, using open-market transactions consistent with Rule 10b-18 and potential Rule 10b5-1 trading plans.

The additional US$12,000,000 capacity is conditional on further Board approval, solvency tests, and the company’s liquidity and capital priorities. Actual impact will depend on how much of this authorization is ultimately used, the pace of purchases, and disclosures in future SEC filings about completed repurchase activity.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
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, and exhibit attachments filed with this report.
Expanded repurchase authorization US$15,000,000 Total share repurchase capacity approved by the Board
Original repurchase authorization US$3,000,000 Existing buyback program under which purchases will commence
Additional authorization US$12,000,000 Incremental capacity subject to further Board approval and conditions
Safe harbor rules Rule 10b-18 and Rule 10b5-1 Frameworks governing open market share repurchases
Form type Form 8-K Current report describing expanded share repurchase program
share repurchase program financial
"approved an expansion of its previously announced share repurchase program"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Rule 10b-18 regulatory
"may be repurchased from time to time in open market purchases and pursuant to safe harbors provided by Rule 10b-18"
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.
Rule 10b5-1 regulatory
"open market purchases and pursuant to safe harbors provided by Rule 10b-18 and Rule 10b5-1"
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.
forward-looking statements regulatory
"Certain statements in this announcement are forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth regulatory
"Emerging growth Item 7.01. Regulation FD Disclosure"
An emerging growth company is a recently public or rapidly expanding business that qualifies for special, lighter regulatory and reporting rules intended to reduce costs while it scales. For investors, that matters because these companies may provide faster growth potential but come with less public disclosure and fewer investor protections than larger firms, so financials and risks can be harder to compare—like buying an early-stage product with limited reviews.
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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): April 22, 2026

 

PINEAPPLE FINANCIAL INC.

(Exact name of registrant as specified in charter)

 

Canada   001-41738   Not applicable
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

Unit 200, 111 Gordon Baker Road

North York, Ontario M2H 3R1

(Address of principal executive offices) (Zip Code)

 

(416) 669-2046

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 (see General Instruction A.2. below):

 

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 Shares, no par value   PAPL   NYSE American

 

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

 

If an emerging growth company, indicate by check mart 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 7.01. Regulation FD Disclosure 

 

Share Repurchase Program

 

On April 22, 2026, Pineapple Financial Inc. (the “Company”) issued a press release announcing that its Board of Directors has approved an expansion of its previously announced share repurchase program, as described in greater detail in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished hereto as Exhibit 99.1.

 

Presentation

 

In connection with the share buyback, the Company delivered a presentation which provides key operating & financial metrics (the “Presentation”). A copy of the Presentation is furnished hereto as Exhibit 99.2.

 

Item 8.01 Other Events.

 

On April 22, 2026, the Company’s Board of Directors approved an expansion of its previously announced share repurchase program, increasing the aggregate authorization from US$3,000,000 to up to US$15,000,000 of the Company’s outstanding common shares. The shares may be repurchased from time to time in open market purchases and pursuant to safe harbors provided by Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934. The timing, manner, price and amount of any repurchases under the expanded share repurchase program will be determined by the Company in its discretion. The stock repurchase program does not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time.

 

Item 9.01 Financial Statements and Exhibits

 

(a) Exhibits

 

Number   Description
99.1   Press Release dated April 22, 2026
99.2   Presentation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Date: April 22, 2026

 

PINEAPPLE FINANCIAL INC.  
   
By: /s/ Shubha Dasgupta  
  Shubha Dasgupta  
  Chief Executive Officer  

 

 

 

 

Exhibit 99.1

 

PINEAPPLE FINANCIAL ANNOUNCES EXPANDED $15 MILLION SHARE REPURCHASE PROGRAM

 

Expanded Buyback Signals Management’s Commitment to Long-Term Value; Repurchases to Commence Immediately

 

Toronto, Ontario, April 22, 2026 - Pineapple Financial Inc. (NYSE American: PAPL), (“Pineapple” or “the Company”), a leading fintech platform, today announced that its Board of Directors has approved an expansion of its previously announced share repurchase program, increasing the aggregate authorization from US$3,000,000 to up to US$15,000,000 of Pineapple’s common shares.

 

The Company also announced that it intends to commence repurchasing shares immediately under the previously approved US$3,000,000 authorization, subject to applicable securities laws and the absence of material non-public information at the time of purchase.

 

The expanded authorization includes (i) the initial US$3,000,000 to be executed under the existing program, and (ii) an additional up to US$12,000,000, which may be repurchased from time to time, subject to further Board approval, satisfaction of applicable solvency requirements, and the Company’s financial condition, liquidity position, and capital allocation priorities.

 

The timing and price of repurchases as well as the actual number of shares repurchased under the expanded share purchase program will be at the discretion of the Company and will depend on a variety of factors, including general market conditions, the stock price, regulatory requirements and limitations, trading blackout periods, necessary corporate approvals, applicable corporate solvency requirements, corporate liquidity requirements and priorities, and other factors.

 

About Pineapple Financial Inc.

 

Pineapple Financial Inc. is an award-winning fintech and leading Canadian mortgage brokerage network, focusing on both the long-term success of agents and brokers as well as the overall experience of homeowners. With hundreds of brokers within the network, Pineapple creates cutting-edge cloud-based tools and AI-driven systems to enable its brokers to help Canadians realize their dream of owning a home. Pineapple is active within the community and is proud to sponsor charities across Canada to improve the lives of fellow Canadians.

 

Safe Harbor Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties. They are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and economic needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions, fluctuations in the market price of INJ and any associated impairment charges that we may incur as a result of a decrease in the market price of INJ below the value at which INJ is carried on our balance sheet; changes in the accounting treatment relating to our INJ holdings; the Company’s financial condition, customer acceptance of our INJ treasury strategy, and other factors discussed in the “Risk Factors” section of the registration statements, and periodic reports filed with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure that such expectations will be correct. The Company cautions investors that actual results may differ materially from the anticipated results. It encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov.

 

Media Contact:

 

KCSA Strategic Communications

Kristin Cwalinski

pineapple@kcsa.com

 

Investor Relations:

 

KCSA Strategic Communications

Jack Perkins

pineapple@kcsa.com

  

 

 

 

Exhibit 99.2

 

 

 

 

FAQ

What did Pineapple Financial (PAPL) announce in its latest 8-K?

Pineapple Financial announced its Board expanded the share repurchase program from US$3,000,000 to up to US$15,000,000. The company plans to begin repurchasing shares immediately under the initial US$3,000,000 authorization, subject to securities laws and the absence of material non-public information.

How large is Pineapple Financial’s expanded share repurchase authorization?

The total share repurchase authorization is now up to US$15,000,000 of common shares. This includes the original US$3,000,000 program plus up to an additional US$12,000,000 that may be used over time, subject to further Board approval and solvency and liquidity considerations.

When will Pineapple Financial (PAPL) start buying back shares?

Pineapple Financial stated it intends to commence repurchasing shares immediately under the previously approved US$3,000,000 authorization. Purchases will depend on applicable securities laws, the absence of material non-public information, market conditions, and other corporate and regulatory factors.

How will Pineapple Financial execute its share repurchases?

The company may repurchase shares from time to time in open market transactions. These buybacks are expected to be conducted in accordance with safe harbor provisions under Rule 10b-18 and Rule 10b5-1 of the Exchange Act, giving structural frameworks for timing and execution.

Is Pineapple Financial required to use the full US$15,000,000 authorization?

No, the program does not obligate Pineapple Financial to repurchase a specific number of shares or a fixed dollar amount. Management can modify, suspend, or terminate the expanded buyback program at any time, depending on liquidity, capital allocation priorities, and prevailing market conditions.

Filing Exhibits & Attachments

6 documents