Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equi ty Securities and Use of Proceeds
The table below sets forth information regarding the Company’s purchases of its common stock during the three months ended June 30, 2026:
Issuer Purchases of Equity Securities
Period
Total number of shares purchased (1)
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
April 1, 2026 – April 30, 2026
7,311
$
3.68
—
—
May 1, 2026 – May 31, 2026
10,016
4.96
—
—
June 1, 2026 – June 30, 2026
3,581
4.05
—
—
Total
20,908
$
4.36
—
—
(1) Consists of shares surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees.
Item 5. O ther Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the quarter ended June 30, 2026 , no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
36
2026 Annual Meeting of Stockholders
As previously disclosed, the Company has established September 10, 2026 as the date of its 2026 annual meeting of stockholders. Because the date of the annual meeting is more than 30 calendar days after the anniversary of the Company’s 2025 annual meeting of stockholders, the deadlines for stockholder proposals and director nominations applicable to the 2026 annual meeting differed from the deadlines that would otherwise have applied. Those deadlines have passed as of the date of this Quarterly Report.
37
Item 6. Exhibits
Exhibit
Number
Description
2.1#
Stock and Asset Purchase Agreement dated June 24, 2026 between Identiv, Inc. and Trackonomy Systems, Inc. (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed June 24, 2026).
31.1^
Certification of Chief Executive Officer pursuant to Section 302 of the Securities Exchange Act of 1934.
31.2^
Certification of Chief Financial Officer pursuant to Section 302 of the Securities Exchange Act of 1934.
32+
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document with embedded Linkbase Documents.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
# Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
^ Filed herewith.
+ Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
38
SIGNA TURES
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 thereunto duly authorized.
IDENTIV, INC .
August 13, 2026
By:
/ S / Kirsten Newquist
Kirsten Newquist
Chief Executive Officer
(Principal Executive Officer)
August 13, 2026
By:
/ S / Edward Kirnbauer
Edward Kirnbauer
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.