Rezolve Ai wins approval for $300M share buyback

Rezolve Ai plc reported that shareholders overwhelmingly approved the capital reduction and share repurchase authority needed to launch a share buyback program of up to $300 million.

Rhea-AI Filing Summary

Rezolve Ai plc reported that shareholders overwhelmingly approved the capital reduction and share repurchase authority needed to launch a share buyback program of up to $300 million. The authorization, secured at the Annual General Meeting, will become usable after standard UK Court approval expected by mid-September 2026.

The company highlighted strong operating momentum, noting unaudited Q1 2026 revenue of approximately $60 million, which already exceeds its full-year 2025 revenue. Rezolve Ai reaffirmed FY26 revenue guidance of about $360 million, described as roughly 7.5 times its FY25 revenue baseline, and expects to exit 2026 with at least $500 million in annual recurring revenue. Management also emphasized a base of more than 1,000 enterprise customers and framed the buyback as a response to what it views as a disconnect between its growth profile and public market valuation.

Positive

• Shareholders approved a share repurchase mandate of up to $300 million, giving the Board flexibility to buy back ordinary shares after UK Court approval.
• Q1 2026 unaudited revenue of approximately $60 million already exceeds full-year 2025 revenue, indicating very strong early-year growth momentum.
• Rezolve Ai reaffirmed FY26 revenue guidance of about $360 million, described as roughly 7.5 times its FY25 revenue baseline.
• The company expects to exit 2026 with a minimum of $500 million in annual recurring revenue, highlighting a growing base of contracted or recurring business.

Negative

• None.

Insights

Equity & capital allocation analyst

Large buyback approval and strong growth guidance signal an aggressive shareholder-aligned capital strategy.

Rezolve Ai obtained shareholder approval for a share repurchase mandate of up to $300 million, contingent on UK Court approval. This is sizable for a growth company and suggests management is willing to return substantial capital while the board perceives the shares as undervalued.

The company pairs this with ambitious operating metrics: unaudited Q1 2026 revenue of about $60 million already above full-year 2025 levels, FY26 revenue guidance of roughly $360 million, and an expectation to exit 2026 with at least $500 million in annual recurring revenue. These figures, along with more than 1,000 enterprise customers, frame the buyback as supported by rapid top-line expansion.

The repurchase program is flexible, allowing open-market, block, or privately negotiated transactions via BTIG, and imposes no obligation to buy any minimum number of shares. Actual impact will depend on Court approval, market conditions and future board decisions, as the program may be suspended or modified at any time.

Key Figures

Share repurchase authorization: $300 million Q1 2026 revenue: $60 million (approx.) FY26 revenue guidance: $360 million (approx.) +3 more

6 metrics

Share repurchase authorization $300 million Maximum size of approved buyback mandate

Q1 2026 revenue $60 million (approx.) Unaudited revenue, exceeds full-year 2025 revenue

FY26 revenue guidance $360 million (approx.) Reaffirmed guidance, about 7.5x FY25 baseline

Projected ARR exit 2026 $500 million (minimum) Expected annual recurring revenue by end of 2026

Enterprise customers More than 1,000 Global enterprise customer base served

Court approval timing Mid-September 2026 Expected UK Court approval of capital reduction

Key Terms

capital reduction, annual recurring revenue, share repurchase program, UK Companies Act 2006, +2 more

6 terms

capital reduction financial

"shareholders have approved the capital reduction and share repurchase authority"

A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.

annual recurring revenue financial

"The Company also expects to exit 2026 with a minimum of $500 million in annual recurring revenue."

Annual recurring revenue is the predictable amount of money a company expects to earn each year from ongoing customer subscriptions or contracts. It helps businesses understand how much steady income they can count on, much like a subscription service that charges customers every month or year. This figure is important because it shows the company's stability and growth potential.

share repurchase program financial

"launch a landmark buyback program of up to $300 million."

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.

UK Companies Act 2006 regulatory

"subject to a standard UK Court approval process under the UK Companies Act 2006."

A UK law that sets the rules for how companies are formed, run and wound up, including directors’ duties, shareholder rights, financial reporting and filing requirements. Think of it as the instruction manual and rulebook for businesses: it determines what information companies must disclose, how leaders are held responsible, and what rights investors have — all of which affect transparency, risk and the value of an investment.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning of the federal securities laws"

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.

annual general meeting financial

"Secured at the Company’s Annual General Meeting today, this mandate gives the Board the flexibility"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Rezolve Ai (RZLV) shareholders approve regarding share repurchases?

Rezolve Ai shareholders approved the capital reduction and repurchase authority enabling a share buyback program of up to $300 million. The Board can repurchase ordinary shares after standard UK Court approval, providing flexibility but no obligation to acquire a specific number of shares.

How strong is Rezolve Ai’s recent revenue performance in Q1 2026?

Rezolve Ai reported unaudited Q1 2026 revenue of approximately $60 million, which already exceeds its full-year 2025 revenue. This suggests a significant acceleration in business activity early in 2026, supported by more than 1,000 enterprise customers globally.

What revenue guidance did Rezolve Ai (RZLV) provide for FY26?

Rezolve Ai reaffirmed FY26 revenue guidance of approximately $360 million. The company stated this represents about 7.5 times its FY25 revenue baseline, underscoring expectations for substantial year-over-year growth as it scales its AI commerce platform.

What are Rezolve Ai’s expectations for annual recurring revenue by the end of 2026?

Rezolve Ai expects to exit 2026 with at least $500 million in annual recurring revenue. This target reflects growing enterprise adoption of its Brain Suite AI commerce platform and the shift toward recurring, contracted revenue streams in its business model.

When can Rezolve Ai begin its $300 million share repurchase program?

Rezolve Ai expects to obtain UK Court approval for the capital reduction by mid-September 2026. The company then intends to commence share repurchases as soon as practicable, subject to market conditions and Board discretion, through open-market, block, or privately negotiated transactions.

Is Rezolve Ai obligated to buy a fixed number of shares under the new program?

Rezolve Ai is not required to repurchase any specific number or dollar amount of shares under the up to $300 million program. The authorization is discretionary and can be suspended, modified or discontinued at any time in line with applicable securities laws.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/30/2026 - 06:55 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number 001-42254

Rezolve AI plc

(Translation of registrant’s name into English)

21 Sackville Street,

London, W1S 3DN

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒ Form 40-F  ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On June 30, 2026, Rezolve AI plc (the "Company") issued a press release announcing that Company shareholders have approved the capital reduction and share repurchase authority required to launch a buyback program of up to $300 million. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.

The information included in this report on Form 6-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such filing.

Exhibit No.		Description
99.1		Press release, dated June 30, 2026

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.

Dated: June 30, 2026

By:		/s/ Daniel Wagner
Name:		Daniel Wagner
Title:		Chief Executive Officer and Chairman

Ex. 99.1

Rezolve Ai Shareholders Overwhelmingly Approve Up to $300 Million Share Repurchase Mandate Amid Surging Commercial Momentum

Shareholder approval follows exceptional operating momentum with Q1 2026 unaudited revenue exceeding full-year 2025 revenue and FY26 guidance of approximately $360 million

NEW YORK, June 30, 2026 – Rezolve Ai (NASDAQ: RZLV), the AI commerce company redefining how consumers search, engage and transact, today announced that shareholders have approved the capital reduction and share repurchase authority required to launch a landmark buyback program of up to $300 million.

Secured at the Company’s Annual General Meeting today, this mandate gives the Board the flexibility to buy back ordinary shares following standard UK Court approval. The move represents a powerful shareholder endorsement of Rezolve Ai’s market-leading position and underscores a clear directive to address the disconnect between the company's public market valuation and its hyper-growth trajectory.

Daniel M. Wagner, Chairman and CEO of Rezolve Ai, said:

“Today’s vote is a clear shareholder mandate. Rezolve Ai is operating at a pace, scale and level of commercial momentum that we believe places us among the most exciting AI growth companies in the public markets. We now serve more than 1,000 enterprise customers globally, delivered approximately $60 million of unaudited revenue in Q1 2026 alone and have reaffirmed guidance of approximately $360 million in revenue for FY26.

“Yet we believe the public market valuation of Rezolve Ai does not come close to reflecting the scale of the business we are building, the quality of our technology, or the size of the opportunity ahead of us.

“Our shareholders have spoken clearly. They see the same disconnect that we see. They understand that Rezolve Ai is positioned at the centre of one of the most profound shifts in commerce since the creation of the internet: the move from search-based digital commerce to AI-led, agentic commerce.

“This mandate gives us the ability to act with conviction. We intend to be disciplined, opportunistic and shareholder-focused. Our priority is simple: to build Rezolve Ai into one of the defining AI commerce companies of this decade and to ensure that long-term shareholders benefit from the value we believe we are creating.”

Rezolve Ai has reaffirmed FY26 revenue guidance of approximately $360 million, representing approximately 7.5 times the Company’s FY25 revenue baseline. The Company also expects to exit 2026 with a minimum of $500 million in annual recurring revenue.

The Company believes this momentum reflects growing enterprise demand for AI-native commerce infrastructure. Through its Brain Suite platform, Rezolve Ai enables retailers, brands and financial institutions to deliver intelligent search, conversational engagement, personalized recommendations and AI-powered transaction execution in real time.

The approved capital reduction remains subject to a standard UK Court approval process under the UK Companies Act 2006. The Company expects Court approval by mid-September 2026 and intends to commence repurchases as soon as practicable thereafter, subject to market conditions and Board discretion.

The program provides flexibility to repurchase ordinary shares from BTIG from time to time through open market purchases, block trades, or privately negotiated transactions. The program does not obligate Rezolve Ai to acquire any specific number of shares and may be suspended or modified at any time.

About Rezolve Ai

Rezolve Ai (NASDAQ: RZLV) is building the infrastructure layer for AI-driven commerce.

Through Brain Suite, the world’s first enterprise AI platform purpose-built for Agentic Commerce, Rezolve Ai enables retailers, brands and financial institutions to engage consumers in real time and execute transactions directly through AI-powered experiences.

Headquartered in London, with operations across North America, Europe and Asia, Rezolve Ai partners with leading global brands, retailers and financial institutions to power the future of commerce through AI that sells.

For more information, visit rezolve.com.

Media Contact

Urmee Khan
Global Head of Communications
urmeekhan@rezolve.com
+44 7576 094 040

Investor Contact

investors@rezolve.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected timeline and approval of the capital reduction, the Company’s intention to commence share repurchases, the potential size and implementation of the share repurchase program, the Company’s capital allocation strategy, potential financing alternatives, strategic capital initiatives, potential M&A activity, market valuation, operating momentum, revenue guidance, annual recurring revenue expectations, growth prospects, strategic position and long-term value creation.

Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others, risks relating to the Court approval process, the implementation of the approved share repurchase program, market volatility, changes in trading liquidity, legal and regulatory restrictions, capital allocation requirements, business performance and other risks described in the Company’s filings with the Securities and Exchange Commission.

The approved share repurchase program does not require the Company to repurchase any specific number or dollar amount of shares and may be suspended, modified or discontinued at any time. Any repurchases will be made in compliance with applicable securities laws and other legal requirements.

Rezolve Ai undertakes no obligation to update any forward-looking statements, except as required by law.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 20.7 KB