{"url_path":"/sec/inve/8-k/2026-06-24/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1036044/0001193125-26-281293-index.html","accession_number":"0001193125-26-281293","cik":"0001036044","ticker":"INVE","issuer_name":"Identiv, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1036044/0001193125-26-281293-index.html","primary_entity_key":"0001036044","primary_entity_name":"Identiv, Inc."},"word_count":1309,"has_tables":true,"body_markdown":"Item 8.01\n\nOther Events.\n\nOn November 7, 2024, the Board authorized a stock repurchase program (the “Stock Repurchase Program”), pursuant to which the Company may purchase up to $10,000,000 of its Common Stock.\n\nOn June 24, 2026, the Board authorized an increase to the Company’s existing Stock Repurchase Program, pursuant to which the Company may now purchase up to $40,000,000 of Common Stock. This amount is in addition to the $1,878,855 that was previously repurchased under the Stock Repurchase Program. The Company intends to repurchase shares of Common Stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions, or other means.\n\nThe timing and amount of shares repurchased, if any, will depend on a number of factors, including stock price, trading volume, general market and business conditions, liquidity and capital needs, and other factors. The Stock Repurchase Program does not obligate the Company to repurchase any specific dollar amount or acquire any specific number of shares of Common Stock. The Stock Repurchase Program has no expiration date and may be suspended or discontinued at any time without notice.\n\n* * *\n\nForward-Looking Statements\n\nThis Current Report on Form 8-K and the exhibits hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations as well as the current beliefs and assumptions of management of Identiv and can be identified by words such as “anticipate,” “believe,” “continue,” “plan,” “will,” “intend,” “expect,” and similar references to the future. Any statement that is not a historical fact, including statements regarding Identiv’s strategy, opportunities, focus and goals; the expected benefits of the transaction; the terms and conditions related to the transaction, including required stockholder approvals; the expected timing and completion of the transaction; the final amount of Identiv’s expected cash contribution; the anticipated strategic partnership between Identiv and Buyer, including the parties’ ability to enter into a definitive agreement with respect thereto, the terms thereof, and the expected benefits; Identiv’s beliefs regarding its post-closing go-forward business model and acquisition strategy; Identiv’s intent to remain listed on Nasdaq; Identiv’s intent to change its corporate name following the closing of the transaction; and the timing, amount and execution of any stock repurchases, is a forward-looking statement. Forward-looking statements are subject to a number of risks and uncertainties, many of which are outside Identiv’s control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required approval of Identiv’s and Buyer’s stockholders are not obtained; the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; potential litigation relating to the transaction and the effects of any outcome related thereto; the ability of each party to consummate the transaction on a timely basis, or at all; the failure of the transaction to close for any reason, or in the timeframe currently anticipated; risks that the transaction disrupts current business, plans and operations of Identiv or its business prospects; competitive responses to the transaction; costs, fees or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; Identiv’s ability to continue the momentum in its business until closing; changes to the amount of cash transferred by Identiv pursuant to the Purchase Agreement; the parties’ ability to negotiate and enter into a definitive agreement contemplated by the strategic partnership framework agreement and the terms thereof; the ability of the expected strategic partnership, related software opportunities or future value-creating opportunities to achieve anticipated benefits; Identiv’s ability to execute its post-closing go-forward business strategy and the success thereof; risks related to the growth of the markets Identiv intends to enter; Identiv’s ability to remain listed on Nasdaq; risks related to the timing, amount and execution of any stock repurchases; diversion of management’s attention from Identiv’s business; the ability of Identiv to retain key personnel; Identiv’s ability to satisfy customer demand and expectations; the loss of customers, suppliers or partners; and the other factors discussed in its periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2025, as amended, and subsequent reports filed with the SEC. All forward-looking statements are based on information available to Identiv as of the date of this Current Report on Form 8-K and Identiv undertakes no obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.\n\nAdditional Information and Where to Find It\n\nIdentiv intends to file with the SEC a proxy statement on Schedule 14A with respect to its solicitation of proxies for approval of the transaction (the “Proxy Statement”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY IDENTIV AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Identiv free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Identiv are also available free of charge in the “Investors—SEC Filings” section of Identiv’s website at ir.identiv.com/sec-filings.\n\nParticipants in the Solicitation\n\nIdentiv, its directors, director nominees, and its executive officers are or may be deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934) in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the Purchase Agreement.\n\nInformation about Identiv’s directors and executive officers, including compensation, is set forth in [Amendment No. 1 to Identiv’s Annual Report on Form 10-K/A for the year ended December 31, 2025](http://www.sec.gov/Archives/edgar/data/1036044/000119312526192364/inve-20251231.htm), filed with the SEC on April 29, 2026 (the “Amended Annual Report”), under Part III, Item 10. “[Directors, Executive Officers and Corporate Governance](http://www.sec.gov/Archives/edgar/data/1036044/000119312526192364/inve-20251231.htm#:~:text=ITEM%2010.%09DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE)” and Part III, Item 11. “[Executive Compensation](http://www.sec.gov/Archives/edgar/data/1036044/000119312526192364/inve-20251231.htm#:~:text=ITEM%2011.%09EXECUTIVE%20COMPENSATION).”\n\nInformation about the ownership of common stock by Identiv’s directors and executive officers is set forth in the Amended Annual Report under Part III, Item 12. “[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](http://www.sec.gov/Archives/edgar/data/1036044/000119312526192364/inve-20251231.htm#:~:text=ITEM%2012.%09SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS).” Any changes to the holdings by the directors and executive officers of Identiv securities reported in the Amended Annual Report have and will be reflected in Forms 3, 4 or 5 to be filed with the SEC, including the Form 4 filed on [June 2, 2026](http://www.sec.gov/Archives/edgar/data/1036044/000119312526253240/xslF345X06/ownership.xml), as well as the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Identiv’s definitive Proxy Statement, and other materials to be filed with the SEC. All these documents are or will be available free of charge at the SEC’s website at www.sec.gov and in the “Investors—SEC Filings” section of Identiv’s website at ir.identiv.com/sec-filings.\n\nIn addition, each of Bleichroeder LP and Bleichroeder Holdings LLC (together, “Bleichroeder”) is or may be deemed to be a “participant” in the solicitation of proxies from stockholders of Identiv in connection with the transactions contemplated by the Purchase Agreement. Information about the ownership of securities of Bleichroeder is set forth under Part III, Item 12. “[Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](http://www.sec.gov/Archives/edgar/data/1036044/000119312526192364/inve-20251231.htm#:~:text=ITEM%2012.%09SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS)” of the Amended Annual Report and [Amendment No. 4 to the Schedule 13D/A](http://www.sec.gov/Archives/edgar/data/1036044/000142050625000672/xslSCHEDULE_13D_X01/primary_doc.xml) filed on March 21, 2025. Any further changes will be reflected in the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Identiv’s definitive Proxy Statement, and other materials to be filed with the SEC."}