[8-K] SCI Engineered Materials, Inc. Reports Material Event

Rhea-AI Filing Summary

SCI Engineered Materials, Inc. authorized a share repurchase program of up to $1 million of its common stock. The program is scheduled to run for up to one year beginning December 1, 2025. Repurchases may be conducted in the market under SEC Rule 10b-18, which can include block trades, and will be executed through Caldwell Sutter Capital, Inc. as the Company’s agent. The board is not required to buy any specific number of shares and can modify, suspend, or end the program at any time without prior notice.

Insights

Equity Capital Allocation Analyst

SCI Engineered Materials approved up to $1 million in discretionary share repurchases over one year.

SCI Engineered Materials has introduced a share repurchase program authorizing buybacks of up to $1 million of its common stock. The plan is effective for up to one year starting December 1, 2025 and will follow SEC Rule 10b-18, which governs how companies can repurchase stock in the open market, including the possibility of block trades.

The authorization is explicitly discretionary: the board is not obligated to repurchase any particular number of shares and may modify, suspend, or terminate the program at any time without prior notice. This means actual buyback activity will depend on management’s ongoing assessment of market conditions, capital needs, and other corporate priorities.

Caldwell Sutter Capital, Inc. will act as the Company’s agent in executing purchases, which can help ensure transactions are conducted within Rule 10b-18 parameters. Future disclosures in company communications or periodic reports would indicate the amount of capital ultimately deployed under this authorization and the number of shares repurchased.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): November 17, 2025, (November 17, 2025)

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SCI ENGINEERED MATERIALS, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 0-31641

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Ohio	31-1210318
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

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2839 Charter Street, Columbus, Ohio	43228
(Address of principal executive offices)	(Zip Code)

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(614) 486-0261

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Registrant’s telephone number, including area code

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Not Applicable

(Former name or former address, if changed since last report.)

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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):

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
Common stock, without par value	​	SCIA	​	OTCQB

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b2).

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Emerging growth company ☐

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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. ☐

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ITEM 8.01 Other Events.

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On November 17, 2025, SCI Engineered Materials (the “Company”) announced its Board of Directors has authorized the repurchase of up to $1 million of the Company’s common stock. The share repurchase program (the “program”) is authorized for up to one year beginning December 1, 2025. Purchases will be made consistent with the U.S. Securities and Exchange Commission’s Rule 10b-18 of the Securities Exchange Act of 1934, which may also include block trades.

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The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time without prior notice.

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In connection with this program, the Company will be utilizing Caldwell Sutter Capital, Inc. to act as an agent on behalf of the Company to repurchase shares of Common Stock.

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ITEM 9.01 Exhibits.

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Exhibit 99.1 – Press release, dated November 17, 2025, issued by SCI Engineered Materials, Inc.

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Exhibit 104 – Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

SCI ENGINEERED MATERIALS, INC.

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November 17, 2025	By:	/s/ Jeremiah R. Young
​	Jeremiah R. Young
​	President and Chief Executive Officer

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FAQ

What did SCI Engineered Materials (SCIA) announce in this Form 8-K?

SCI Engineered Materials, Inc. announced that its Board of Directors authorized a share repurchase program for up to $1 million of the Company’s common stock.

How large is the SCI Engineered Materials (SCIA) stock repurchase program?

The program authorizes SCI Engineered Materials to repurchase up to $1 million of its common stock, with no commitment to buy a specific number of shares.

When does the SCI Engineered Materials (SCIA) share repurchase program begin and how long does it last?

The share repurchase program is authorized for up to one year beginning on December 1, 2025, giving the Company a defined window to conduct buybacks.

Under what rules will SCI Engineered Materials (SCIA) conduct its share repurchases?

Repurchases will be carried out in accordance with SEC Rule 10b-18 under the Securities Exchange Act of 1934, which may include open-market purchases and block trades.

Is SCI Engineered Materials required to repurchase a set number of shares under this program?

No. The authorization does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or terminated at any time without prior notice.

Who will execute the share repurchases for SCI Engineered Materials (SCIA)?

SCI Engineered Materials will utilize Caldwell Sutter Capital, Inc. to act as its agent in repurchasing shares of common stock under the program.