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): ~~December~~February 2427, ~~2025~~2026

NETWORK-1 TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15288	11-3027591
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

65 Locust Avenue, ~~Third Floor,~~ New Canaan, Connecticut 06840

(Address of Principal Executive Offices) (Zip Code)

(203) 920-1055

(Registrant’s telephone number, including area code)

N/A

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

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 Stock, par value $0.01 per share	NTIP	NYSE American

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:

☐	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))

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 company ☐

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. ☐

Item 8.01

Other Events.

~~The~~On February 27, 2026, the Board of Directors of Network-1 Technologies, Inc. ~~(the~~declared ~~“Company”) has authorized, and the Company has entered into,~~ a ~~written trading plan (10b5~~semi-1annual ~~Plan)~~cash ~~under~~dividend ~~Rule 10b5-1~~ of ~~the Securities Exchange Act of 1934 (the “Exchange Act”)~~ $0.05 per ~~Adopting~~common ashare ~~trading~~pursuant ~~plan that satisfies the conditions of Rule 10b5-1 allows a company~~ to ~~repurchase~~ its ~~shares~~dividend ~~at times when it might otherwise be prevented from doing so due to self-imposed trading black-outs or pursuant to insider trading laws~~policy. The ~~Purchases under the Company’s 10b5~~semi-1annual ~~Plan are for the following periods: (1) beginning on January 2, 2026 until two trading~~cash ~~days~~dividend ~~after~~of ~~the~~$0.05 ~~Company~~per ~~issues~~share ais ~~press~~payable ~~release announcing its financial results for the year ended December 31, 2025 and (2) beginning~~ on March ~~April 1~~30, 2026 ~~until~~to ~~two~~all ~~trading~~common ~~days~~stockholders ~~after~~of ~~the~~record as ~~Company~~of ~~issues a press release announcing its financial results for the quarter ended~~ March 3116, 2026. ~~Under~~A ~~the~~copy ~~10b5-1 Plan, the Company’s third party broker may purchase up to 1,000,000 shares~~ of ~~the Company’s~~ ~~common stock, subject to certain price, market, volume and timing constraints, in accordance with~~ the ~~terms~~press ofrelease ~~the~~is ~~plan~~attached ~~and~~as ~~subject~~Exhibit ~~to Rule 10b5-~~99.1 ~~and Rule 10b-18 under the Exchange Act~~.

Item 9.01

Financial Statements and Exhibits.

(d)      Exhibits

Exhibit No.		Description

99.1		Press Release dated February 27, 2026

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.

	NETWORK-1 TECHNOLOGIES, INC.
Dated: December 29, 2025	By:	/s/ Corey M. Horowitz
Dated: March 3, 2026	By:	/s/ Corey M. Horowitz
		Name: Corey M. Horowitz Title: Chairman & Chief Executive Officer

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