NETWORK-1 TECHNOLOGIES, INC. 8-K

What Happened

• Network-1 Technologies, Inc. announced it has adopted a written Rule 10b5-1 trading plan and entered into the plan with a third-party broker to repurchase its common stock.
• The plan authorizes purchases of up to 500,000 shares, subject to price, market, volume and timing constraints and compliance with Rule 10b5-1 and Rule 10b-18 of the Exchange Act.
• Purchase windows under the plan are: (1) beginning July 10, 2026 until two trading days after the Company issues its press release for the quarter ended June 30, 2026; and (2) beginning October 1, 2026 until two trading days after the Company issues its press release for the quarter ended September 30, 2026.

Key Details

• Repurchase cap: up to 500,000 shares of common stock.
• Purchase periods: July 10, 2026 through two trading days after Q2 2026 results press release; Oct 1, 2026 through two trading days after Q3 2026 results press release.
• Purchases executed by a third‑party broker and constrained by price, market, volume and timing limits and applicable SEC rules (Rule 10b5-1 and Rule 10b-18).

Why It Matters

• A 10b5-1 plan lets the company buy back shares even during times it might otherwise refrain from trading, reducing legal/insider‑trading constraints around repurchases.
• Share repurchases can affect outstanding share count and per‑share metrics; investors should note the authorized cap (500,000 shares) but also that actual repurchases depend on market conditions and plan constraints.
• The filing signals the company is prepared to return capital to the market via buybacks during the specified periods, but it does not guarantee the full amount will be repurchased.