inuvo_8k.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) January 23, 2026

 

INUVO, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-32442

 

87-0450450

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

500 President Clinton Ave., Ste. 300, Little Rock, AR

 

72201

(Address of principal executive offices)

 

(Zip Code)

 

Registrant's telephone number, including area code

(501) 205-8508

 

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

 

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):

 

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))

 

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

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, $0.001 par value

 

INUV

 

NYSE American

 

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 Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 1.01 Entry into a Material Definitive Agreement.

 

On January 26, 2026, Vertro, Inc. (“Vertro”), a wholly-owned subsidiary of Inuvo, Inc., entered into an Extension Amendment (the “Amendment”), effective as of January 31, 2026, to the Google Services Agreement between Vertro and Google LLC, effective January 1, 2024 (as amended, the “Agreement”). The Amendment modifies the terms of the Agreement by extending the term for an additional month from the then current expiration date. The new expiration date of the Agreement is February 28, 2026.

 

The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 2.02. Results of Operations and Financial Condition.

 

On January 28, 2026, Inuvo, Inc. (“Inuvo”) issued a press release regarding preliminary revenue for Q4 2025.  A copy of the press release is being furnished as Exhibit 99.1

 

The information in this Current Report on Form 8-K under this caption and accompanying exhibits are being furnished under Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Management Transition

 

On January 23, 2026, the board of directors (the “Board”) of Inuvo appointed Robert C. Buchner, a member of the Company’s Board and current Chief Operating Officer, as Chief Executive Officer, effective February 1, 2026, and Chairman of the Board, effective immediately. Mr. Buchner’s appointment follows the decision by the Board to transaction to new leadership, resulting in Richard K. Howe’s departure as the Company’s Chief Executive Officer, effective as of January 31, 2026. Mr. Howe will continue to serve as a member of the Company’s Board.

 

Mr. Buchner, age 62, was appointed as the Company’s Chief Operating Officer on September 30, 2025, and was appointed as a director of the Board on February 27, 2025. He was previously Chief Marketing Officer at Covet™ (covet.life), a disruptive fintech that leverages AI for personal asset management and estate planning. In 2020, Mr. Buchner co-founded Sheet Metal Arts, an innovation studio devoted to the future of mobility, which created and produced films for Stellantis EV launches including: Ram, Dodge and Fiat. In 2016, he became an early-stage investor and advisor at Lucy.ai, a knowledge management platform. Lucy was acquired by Capacity in 2024. From 2013 to 2016, Rob was CEO of Campbell Mithun (Interpublic Group), which was later integrated within McCann WorldGroup. During his tenure he restructured the 80-year-old agency around the Creative Sciences–a cross-functional operating model that comingles brand content, technology and media analytics. Mr. Buchner also served as CMO of Fallon Worldwide from 2004 to 2013 where he was responsible for new business growth resulting in $80M net recurring revenues across the network. As Managing Partner, he architected Fallon’s digital and entertainment practices that led to industry acclaim for Amazon Theater and BMW Films. He also opened Fallon offices in Tokyo, Singapore, Hong Kong and Sao Paulo. Rob received a Bachelor of Science degree from the University of Illinois, Urbana-Champaign.

 

There are no other arrangements or understandings between Mr. Buchner and any other person pursuant to which Mr. Buchner was appointed as Chief Executive Officer of the Company. There are also no family relationships between Mr. Buchner and any director or executive officer of the Company, and Mr. Buchner has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 
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Amended and Restated Employment Agreement

 

On January 27, 2025, the Company entered into an amended and restated employment agreement with Mr. Buchner (the “Employment Agreement”). The Employment Agreement has an initial term of one year, after which the term automatically renews for additional one-year periods on the same terms and conditions, unless either party to the Employment Agreement exercises the respective termination rights available to such party. The Employment Agreement provides for a minimum annual base salary of $400,000 and entitlement to receive incentive compensation pursuant to the terms of plans adopted by the Board or its Compensation Committee. The Employment Agreement requires the Company to compensate Mr. Buchner and provide him with certain benefits if his employment is terminated. The compensation and benefits he is entitled to receive upon termination of employment vary depending on whether his employment is terminated (i) by the Company for cause (as defined in the employment agreement); (ii) by the Company without cause, or by Mr. Buchner for good reason (as defined in the employment agreement); (iii) due to death or disability; or (iv) by Mr. Buchner without good reason. The foregoing description of the Employment Agreement is a summary of its material terms and does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

 

Separation Agreement

 

In connection with Mr. Howe’s departure, the Company and Mr. Howe have entered into a separation agreement, dated January 27, 2025 (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, Mr. Howe shall be entitled to receive separation pay in a gross amount equal to $682,813, payable in equal monthly installments over a 22-month period following the termination date in accordance with regular payroll practices of Inuvo and payment for up to 18 months of COBRA continuation coverage. Mr. Howe’s 120,001 existing restricted stock units will fully vest on his termination date and will be settled in accordance with existing settlement schedules following the termination date. In consideration thereof, Mr. Howe has entered into a general release and agreed that no amounts are due Mr. Howe under the employment agreement with Inuvo and that obligations under his confidentiality, assignment and noncompetition agreement with Inuvo shall survive in accordance with its terms. The foregoing description of the Separation Agreement is a summary of its material terms and does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On January 28, 2025, Inuvo issued a press release regarding the appointment of Robert C. Buchner as Chief Executive Officer of Inuvo. A copy of the press release is being furnished herewith as Exhibit 99.2.

 

The information in this Current Report on Form 8-K and accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 
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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 10.1

Extension Agreement to Google Services Agreement between Vertro, Inc. and Google LLC, dated as of January 26, 2026.

Exhibit 10.2

Separation Agreement and Release dated January 27. 2026, between Inuvo, Inc. and Richard K. Howe

Exhibit 10.3

Amended and Restated Executive Employment Agreement, dated January 27, 2026, between Inuvo, Inc. and Robert C. Buchner

Exhibit 99.1

Press Release, dated January 28, 2026

Exhibit 99.2

Press Release, dated January 28, 2026

Exhibit 104

Cover Page Interactive Data File (imbedded within the Inline XBRL document)

 

 
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SIGNATURES

 

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.

 

 

INUVO, INC.

 

Date: January 28, 2026

By:  

/s/ Wallace D. Ruiz

 

 

Wallace D. Ruiz, Chief Financial Officer

 

 
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EXHIBIT 10.1

 

Contract ID: n332828

 

EXTENSION AMENDMENT TO GOOGLE SERVICES AGREEMENT

 

This Extension Amendment to the Google Services Agreement (“Amendment”), effective as of the first day following the current expiration date of the Agreement (as defined below) (“Amendment Effective Date”), is between Vertro, Inc (“Company”) and Google LLC (“Google”) and amends the existing Google Services Agreement between Company and Google (the “Agreement”).  Capitalized terms not defined in this Amendment have the meanings given to those terms in the Agreement.  The parties agree as follows:

 

1. Extension. The term of the Agreement is extended for an additional one month from the current expiration date.

 

2. General. The parties may execute this Amendment in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument.  Except as expressly modified herein, the terms of the Agreement remain in full force and effect.

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date by persons duly authorized.

 

Company:

 

By:

/s/ Dana Robbins

Name:

Dana Robbins

Title:

SVP Digital Publishing

Date:

1/26/2026

 

Google LLC

 

By:

/s/ Philipp Schindler

Name:

Philipp Schindler

Title:

Authorized Signatory

Date:

1/26/2026

EXHIBIT 10.2

   

SEPARATION AGREEMENT AND RELEASE

 

THIS SEPARATION AGREEMENT AND RELEASE (this “Separation Agreement”) is entered into between Richard K. Howe (“Executive”), an individual, and Inuvo, Inc., together with its predecessors, successors, assigns, and owners (the “Company”) (collectively, the “Parties”). The Parties voluntarily enter into this Separation Agreement and agree to be bound by all of its terms and conditions.

 

WHEREAS, the Parties entered into an Amended and Restated Executive Employment Agreement effective March 1, 2012 (the “Employment Agreement”); and

 

WHEREAS, Executive’s receipt of the additional compensation and benefits provided herein is conditioned upon the execution of this Separation Agreement that is mutually acceptable to the Parties; and

 

WHEREAS, Executive’s separation of employment, which is a termination without Cause under the Employment Agreement, will be effective January 31, 2026 (the “Termination Date”); and

 

WHEREAS, Executive and the Company wish to fully and finally settle all issues, differences, and claims, whether potential or actual, between Executive and the Company, including but not limited to any claims that may arise out of Executive’s employment, termination from employment, and the Employment Agreement.

 

NOW, THEREFORE, in consideration of the promises and conditions set forth herein, the sufficiency of which is hereby acknowledged, Executive and the Company agree as follows:

 

1. Separation From Employment. Executive and the Company agree that Executive’s last day of employment with the Company will be the Termination Date. Regardless of whether the Executive signs and does not revoke this Separation Agreement, Executive will be paid the earned but unpaid portion of Executive’s Basic Salary through the Termination Date and all other payments to which he is entitled under Section 6(b) of the Employment Agreement. The Parties agree that all Notice obligations under Section 6 of the Employment Agreement have been met. To the extent that Executive served on any boards of directors or in any other directorship positions for the Company, the Parties agree that Executive’s separation of employment will also be treated as a resignation from all offices and directorships with and on behalf of the Company, except that Executive shall not resign as a member of the Company’s Board of Directors or as Chairman of the Board of Directors. Executive must remain employed in good standing up through the Termination Date in order to receive the money and benefits provided in Paragraph 2 below.

 

2. Separation Payment. Provided Executive has signed and returned this Separation Agreement to the Company within the consideration period stated in Paragraph 13 and does not revoke this Separation Agreement within the time period stated in Paragraph 13, Executive shall receive the following:

 

(a) Separation pay in the gross amount of Six Hundred Eighty-Two Thousand Eight Hundred Thirteen Dollars ($682,813.00), less all legally required withholding taxes (the “Separation Payment”), payable in equal monthly installments over a twenty-two (22) month period following the Termination Date (the “Severance Period”). The Separation Payment will be paid on a monthly basis on the Company’s regular payroll dates and will begin on the next regular payroll date following the Effective Date.

 

 
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(b) In addition to the Separation Payment, the Company agrees to provide monthly payments for Executive’s healthcare premiums under COBRA for eighteen (18) months following the Termination Date, or until the Executive obtains alternative health coverage, whichever occurs first (“Insurance Premium Payments”). The Insurance Premium Payments will be paid to Executive over such eighteen (18) month period following the Termination Date on the Company’s regular payroll dates and will begin on the next regular payroll date following the Effective Date.

   

3. Tax Consequences of Separation Benefits. Executive acknowledges and agrees that Executive is solely responsible for any tax liabilities and consequences that may result from Executive’s receipt of the benefits in Paragraph 2 and agrees that the Company shall bear no responsibility for any such liabilities or consequences. Executive further agrees that the Company shall not be required to pay any further sums to Executive for any reason, even if the tax liabilities and consequences to Executive are ultimately assessed in a fashion Executive does not presently anticipate. Executive acknowledges that neither the Company nor its counsel have made any representations to Executive concerning the tax consequences of the payments referenced in this Separation Agreement. Executive agrees to indemnify and hold harmless the Company from any claims, demands, deficiencies, penalties, assessments, executions, judgments, or recoveries, fees and attorneys’ fees incurred by the Company as a result of the payments provided in Paragraph 2 of this Separation Agreement.

 

4. General Release. In exchange for the Separation Payment, Insurance Premium Payment, and Termination Bonus described in Paragraph 2 above, Executive waives and releases all known or unknown rights and claims Executive has or may have against the Company, including each of its parent, subsidiary and related companies, employees, directors, managers, and agents (collectively, the “Released Parties”) as of the day Executive signs this Separation Agreement. This General Release covers all claims arising out of or relating to Executive’s employment with the Company, including Executive’s separation from employment. The claims Executive is releasing include but are not limited to all claims that the Company:

 

 

·

has discriminated against Executive or otherwise has violated the following: Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”), the Older Worker Benefits Protection Act (“OWBPA”), the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment Retraining and Notification Act, the Uniform Services Employment and Re-Employment Rights Act (“USERRA”), the New York State Human Rights Law (NYSHRL), the New York Labor Law (NYLL), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, and all other federal, state, and local employment-related statutes, regulations, executive orders or ordinances (including but not limited to claims based on age, sex, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, disability, gender identity, genetic information, retaliation, military or veteran status);

 

 
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·

has violated its personnel policies, procedures, handbooks, any covenant of good faith and fair dealing, any promise made to Executive, any applicable collective bargaining agreement, or any express or implied contract;

 

 

 

 

·

has violated public policy or common law, including claims for personal injury, breach of fiduciary duty, invasion of privacy, retaliatory discharge, defamation, intentional or negligent infliction of emotional distress, intentional interference with contract, promissory estoppel, detrimental reliance, or loss of consortium; or

 

 

 

 

·

is in any way obligated for any reason to pay Executive wages, compensation, benefits, bonuses, vacation, paid time off; damages, expenses, litigation costs (including attorneys’ fees), back pay, or front pay; disability, medical or other benefits; compensatory or punitive damages; or interest.

   

This is a GENERAL RELEASE and any reference to specific claims arising out of Executive’s employment or its termination is not intended to limit this General Release of claims. Executive acknowledges and understands that Executive may later discover facts in addition to or different from those Executive currently knows or believes to be true regarding rights or claims covered by this General Release. In signing this Separation Agreement, Executive nonetheless intends to give up all rights and claims covered by the General Release, whether known or unknown, suspected or unsuspected.

 

The Company hereby waives and releases all known or unknown rights and claims the Company has or may have against Executive as of the date of this Agreement in connection with Executive’s employment with the Company.

 

5. Exclusions From General Release. Excluded from the General Release above are rights and claims which cannot be waived by law, including claims for workers’ compensation, unemployment compensation, accrued and vested retirement benefits, and claims arising after the date on which Executive signs this Separation Agreement. Also excluded from the General Release are Executive’s rights to file a charge with an administrative agency (such as the U.S. Equal Employment Opportunity Commission) or participate in an agency investigation. However, Executive gives up all rights to any money or other individual relief based on any agency or judicial decision, including class or collective action rulings. Nothing in this Separation Agreement prohibits Executive from any right Executive has to file an unfair labor practice (ULP) charge under the National Labor Relations Act or participate or assist in proceedings before the National Labor Relations Board (NLRB).

 

6. Employee Acknowledgments. Executive acknowledges that Executive: (i) has been paid for all hours worked up through and including the Termination Date; (ii) has not suffered any on the job injury for which Executive has not already filed a claim; (iii) has received all of the leave – paid or unpaid – which Executive requested and for which Executive was eligible; and (iv) has not made any claims or allegations to the Company related to discrimination, sexual harassment, or sexual abuse, and that none of the payments set forth in this Separation Agreement are related to discrimination, sexual harassment, or sexual abuse.

 

 
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7. Restricted Stock Units. Notwithstanding anything to the contrary in any equity award agreement, the Parties agree that Executive’s remaining one hundred twenty thousand and one (120,001) restricted stock units shall be fully vested on the Termination Date and settled in accordance with their existing settlement schedules following the Termination Date, and such shares shall be delivered to Executive upon vesting. The Company shall permit Executive to elect net share settlement such that the Company may withhold shares sufficient to satisfy all applicable tax withholding obligations; provided, however, for the avoidance of doubt, Executive shall not be responsible for Company’s failure to properly withhold or deliver any tax withholdings to the proper taxing authorities. All restricted stock units that continue to vest pursuant to this Agreement shall vest and be settled strictly in accordance with the terms of the applicable equity incentive plan and award agreements, including any provisions intended to comply with or be exempt from Section 409A of the Code.

 

8. Cooperation. Following the Termination Date, Executive agrees to make himself reasonably available to and to reasonably cooperate with the Company in any routine administrative matters in connection with Executive’s separation and prior responsibilities, with internal investigations, or with administrative, regulatory, or judicial proceedings. Executive understands and agrees that Executive’s reasonable cooperation includes, but is not limited to, making himself available to the Company upon reasonable notice for meetings, interviews, and factual investigations related to administrative, regulatory, or judicial proceedings; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over all relevant documents which are or may come into the Executive’s possession related to administrative, regulatory, or judicial proceedings. The term “cooperation” does not mean that Executive must provide information that is favorable to the Company or the provision of any consulting services; it means only that Executive will provide information, as defined herein, within Executive’s knowledge and possession upon reasonable request of the Company. For requests made by the Company, the Company agrees to reimburse Executive for any reasonable travel, lodging, long distance phone charges, copying charges, facsimile charges, and meal expenses that Executive may incur in providing consultation and reasonable compensation for Executive’s time; provided that the Company has pre-approved such expenses.

 

9. Return of Property. Executive shall ship to the Company all of its property, upon request of the Company within ninety (90) days of the Termination Date, using return shipping materials provided by the Company.

 

10. Non-Disparagement. Each party to this Separation Agreement agrees not to make or solicit any comments or statements, written or oral, that may be considered derogatory, defamatory, or detrimental to the good name or business reputation of the other party, or to the directors, owners, agents, parents, and subsidiaries of the Company.

 

 
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11. Remedies. In the event of a material breach or threatened material breach by Executive of Sections 9, 10, or 12 of this Separation Agreement, Executive hereby consents and agrees that money damages would not afford an adequate remedy and that the Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages and without the necessity of posting any bond or other surety. Any equitable relief shall be in addition to, and not instead of, monetary damages or other available relief. If Executive fails to comply with any of the terms of this Separation Agreement or the surviving terms of the Employment Agreement in a material respect, the Company may, in addition to any other available remedies, reclaim any amounts paid to Executive under this Separation Agreement, less $1,000.00, and terminate any benefits or payments that are later due under this Separation Agreement, without waiving the releases provided in it. In the event the Company materially breaches Section 2 of this Agreement with respect to payments due to Executive and any such amount remains unpaid after ten (10) days, such unpaid amount shall be subject to interest accruing thereon until payment is made, and the Company shall indemnify Executive for attorneys’ fees incurred in connection with enforcement of this obligations and interest shall accrue at the rate of 1.0% per month on any amounts not timely paid.

 

12. Restrictive Covenants. The Parties agree that the Confidentiality, Assignment and Noncompetition Agreement signed by Executive, and any other similar restrictive covenants contained in the Employment Agreement or any other agreement between Executive and the Company, will continue as to their terms.

 

13. Knowing and Voluntary Agreement. Executive acknowledges that:

 

 

·

the money and benefits described in Paragraph 2 exceed any wages, compensation, vacation pay, benefits, or anything else owed to Executive by the Company;

 

 

 

 

·

Executive is legally competent to enter into this Separation Agreement;

 

 

 

 

·

Executive has by this Separation Agreement been advised in writing to consult with an attorney before signing this Separation Agreement;

 

 

 

 

·

Executive has relied on Executive’s own informed judgment, and that of Executive’s attorney if any, in deciding whether to sign this Separation Agreement;

 

 

 

 

·

Executive knowingly, freely, and voluntarily assents to all of this Separation Agreement’s terms and conditions, including without limitation the waiver, release, and covenants contained in it;

 

 

 

 

·

although Executive can sign sooner, Executive has been given twenty-one (21) days to consider this Separation Agreement, as required by the Older Workers Benefits Protection Act;

 

 

 

 

·

Executive has seven (7) days to revoke this Separation Agreement after signing it. Any revocation must be provided in writing to Wallace D. Ruiz at [email protected] within the 7-day period;

 

 

 

 

·

Executive understands this Separation Agreement and has obtained answers to any questions which Executive has raised about this Separation Agreement;

 

 

 

 

·

no statements or actions by the Company have coerced or unduly influenced Executive to sign this Separation Agreement; and

 

 

 

 

·

Executive understands this Separation Agreement includes a General Release of all known and unknown claims, including but not limited to age discrimination claims.

 

 
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14. Effective Date. In order for this Separation Agreement to be effective, Executive must sign it within 21 days of the day it was presented to Executive. If Executive does so, this Separation Agreement shall become effective on the 8th day after Executive signs and does not revoke it.

 

15. Assignment. This Separation Agreement is personal to Executive and Executive may not assign or delegate any of Executive’s rights or obligations hereunder. Subject to the foregoing, this Separation Agreement shall be binding upon and inure to the benefit of the respective Parties hereto, their heirs, executors, administrators, successors and assigns.

 

16. Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Separation Agreement or any of the documents referred to in this Separation Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Separation Agreement or any of the documents referred to in this Separation Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in a written document signed by the other party, (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given, and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Separation Agreement or the documents referred to in this Separation Agreement.

 

17. No Admission of Liability. Nothing in this Separation Agreement shall be construed to be an admission by the Company of any wrongdoing or noncompliance with any federal, state, or local rule, ordinance, constitution, statute, contract, public policy, wage and hour law, wage payment law, tort law, common law, or any other unlawful conduct, liability, wrongdoing, or breach of any duty whatsoever. The Company specifically disclaims and denies any wrongdoing or liability to Executive.

 

18. Governing Law. This Separation Agreement shall be interpreted, construed and governed according to the laws of the State of Arkansas, except as to matters governed by federal law.

 

19. Amendment. This Separation Agreement may be amended in any and every respect only by agreement in writing executed by both Parties hereto.

 

20. Section Headings. Section headings contained in this Separation Agreement are for convenience only and shall not be considered in construing any provision hereof.

 

 
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21. Entire Agreement. With the exception of the Employment Agreement, the Confidentiality, Assignment and Noncompetition Agreement, and any stock option agreements between Executive and the Company, this Separation Agreement terminates, cancels and supersedes all previous employment or other agreements relating to the employment of Executive with the Company or any predecessor, written or oral, and this Separation Agreement contains the entire understanding of the parties with respect to the subject matter of this Separation Agreement. Accordingly, these Agreements resolve all matters, claims and disputes between Executive and the Company. This Separation Agreement was fully reviewed and negotiated on behalf of each party and shall not be construed against the interest of either party as the drafter of this Separation Agreement. EXECUTIVE ACKNOWLEDGES THAT, BEFORE SIGNING THIS SEPARATION AGREEMENT, HE HAS READ THE ENTIRE AGREEMENT AND HAS THIS DAY RECEIVED A COPY HEREOF.

 

22. Severability. The invalidity or unenforceability of any one or more provisions of this Separation Agreement shall not affect the validity or enforceability of any other provisions of this Separation Agreement or parts thereof.

 

23. Section 409A. It is intended that this Separation Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations relating thereto (“Section 409A of the Code”), or an exemption to Section 409A of the Code. Payments, rights and benefits may only be made, satisfied or provided under this Separation Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable, so as not to subject Executive to the payment of taxes and interest under Section 409A of the Code. Terms defined in this Separation Agreement shall have the meanings given to such terms under Section 409A of the Code. No payments to be made under this Separation Agreement may be accelerated or deferred except as specifically permitted under Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, separation pay exception, or another exception under Section 409A of the Code shall be paid under the applicable exception. Each payment of compensation under this Separation Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A of the Code. All payments to be made upon a termination or separation of employment under this Separation Agreement may only be made upon a “separation from service” under Section 409A of the Code.

 

24. Survival. The Employment Agreement, as well as the Confidentiality, Assignment and Noncompetition Agreement, shall survive any termination or expiration of this Separation Agreement and shall remain binding on Executive as described therein.

 

THE PARTIES WHO ARE SIGNING BELOW HAVE READ THIS SEPARATION AGREEMENT AND RELEASE CONSISTING OF TWENTY-FOUR (24) PARAGRAPHS AND FULLY UNDERSTAND ALL OF THE TERMS. EXECUTIVE ACKNOWLEDGES HE WAS GIVEN A COPY OF THIS AGREEMENT ON JANUARY 23, 2025. EXECUTIVE ACKNOWLEDGES THAT HE WAS GIVEN UP TO TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT. THE PARTIES NOW VOLUNTARILY SIGN THIS SEPARATION AGREEMENT AND RELEASE ON THE DATE INDICATED, SIGNIFYING THEIR AGREEMENT AND WILLINGNESS TO BE BOUND BY ITS TERMS.

 

[SIGNATURES TO FOLLOW]

 

 
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EXECUTIVE     INUVO, INC.   

 

 

 

 

 

 

 

 

 

 

/s/ Richard K. Howe`   By: /s/Wallace Ruiz  
Richard K. Howe     Wallace Ruiz  

 

 

 

 

 

   

Title: CFO

 

 

 

 

 

 

Date:27/01/26

 

 

Date: 27/01/26 

 

 

 
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EXHIBIT 10.3 

 

INUVO, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT is made this 27th day of January, 2026 (this “Agreement”), between Inuvo, Inc. (“Inuvo” or the “Company”), a Nevada corporation, and Robert C. Buchner (“Executive”).

 

Recitals

 

A. Executive is currently employed as an executive officer under the terms of an Employment Agreement, dated September 30, 2025 (the “Original Agreement”).

 

B. Inuvo wishes to continue to employ Executive on the terms and conditions set forth in this Agreement and deems such continued employment to be in the best interest of the Company.

 

C. Executive wishes to remain in the employ of the Company on the terms set forth in this Agreement.

 

Statement of Agreement

 

In consideration of the foregoing, and of Executive’s employment, the parties agree as follows:

 

1. Employment. Executive’s employment with Inuvo shall be upon the terms and conditions hereinafter set forth (the “Effective Time”) and the Original Agreement shall terminate.

 

2. Duties.

 

(a) Effective as of February 1, 2026, Executive shall serve as Chief Executive Officer (“CEO”) of the Company. As CEO, Executive will report to the Board of Directors, and he shall perform such duties and responsibilities consistent with Executive’s title(s), status, and position as the Board of Directors of the Company may, from time to time, prescribe.

 

(b) So long as he is employed under this Agreement, Executive agrees to devote his full working time and efforts exclusively on behalf of the Company and to competently, diligently and effectively discharge all duties of Executive hereunder. Executive shall not be prohibited from engaging in such personal, charitable, or other nonemployment activities as do not interfere with full time employment hereunder and which do not violate the other provisions of this Agreement. Executive further agrees to comply fully with all reasonable generally applicable policies of the Company as are from time to time in effect.

 

(c) Executive shall be based out of Minnesota. Executive shall not be required to relocate. As part of his/her duties, Executive is expected to spend time at the Company’s offices in both Little Rock, AR and San Jose, CA.

 

 
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3. Compensation.

 

(a) As compensation for all services rendered to the Company pursuant to this Agreement, in whatever capacity rendered, the Company will pay to Executive during the term hereof a minimum base salary at the rate of $400,000 per year (the “Basic Salary”), payable in accordance with the usual payroll practices of the Company. The Basic Salary thereafter may be increased, but not decreased, from time to time, by the Board of Directors in connection with reviews of Executive’s performance occurring no less frequently than annually.

 

(b) Executive will be entitled to receive incentive compensation pursuant to the terms of plans adopted by the Board of Directors or its Compensation Committee from time to time.  For 2026, Executive’s incentive compensation will be targeted at 60% of Basic Salary, or $240,000, and will be based on achievement of agreed upon metrics approved by the Compensation Committee of the Board of Directors in the first quarter of fiscal year 2026.

 

(c) On February 1, 2026, Executive shall be granted Restricted Stock Units for 75,000 shares of Inuvo Common Stock (the “RSUs”). The RSUs shall vest 1/3 per year of service based on continued employment with the Company and shall be subject to the terms and conditions of a Restricted Stock Unit Agreement.

 

(d) The Board of Directors or its Compensation Committee, as applicable or as required by applicable law or stock exchange rules, shall review Executive’s performance on an annual basis and pursuant to the same review process employed by the Board of Directors for the Company’s other executive officers. In connection with such annual review, the Executive may be entitled to receive additional equity grants. Such additional equity will be granted, if at all, in the sole discretion of the Board of Directors or its Compensation Committee on terms and conditions they determine. If there is a change in control of the Company (as that term is used in the governing documents of any equity grant agreement) consummated, any equity granted to Executive shall fully vest on the date the change in control is consummated and, if applicable, shall remain exercisable during the term as if the Executive were still employed by the Company. Additionally, notwithstanding any provisions to the contrary in any equity grant agreements or plans, if the Executive’s employment with the Company is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), any equity granted to Executive shall immediately fully vest and remain exercisable during the term of such equity grant as if the Executive were still employed by the Company.

 

4. Business Expenses. The Company shall promptly pay directly, or reimburse Executive for, all business expenses to the extent such expenses are paid or incurred by Executive during the term of employment in accordance with Company policy in effect from time to time and to the extent such expenses are reasonable and necessary to the conduct by Executive of the Company’s business and properly substantiated.

 

 
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5. Benefits. During the term of this Agreement and Executive’s employment hereunder, the Company shall provide to Executive such insurance, vacation, sick leave and other like benefits as are provided to other executive officers of the Company from time to time, including premium payments on a $1 million term life insurance policy. Executive will use his reasonable best efforts to schedule vacation periods to minimize disruption of the Company’s business. For purposes of calculating benefits, Executive’s start date shall be his original start date with Inuvo.

 

6. Term & Termination.

 

(a) The Company shall employ the Executive, and the Executive accepts such employment, for an initial term commencing on the date of this Agreement and ending on the first anniversary of the date of this Agreement. Thereafter, this Agreement shall be extended automatically for additional twelve-month periods, unless terminated as described herein. Executive’s employment may be terminated at any time as provided in this Section 6. For purposes of this Section 6, “Termination Date” shall mean the date on which a “separation from service” occurs, as defined in Treasury Regulation Section 1.409A-1(h).

 

(b) The Company may terminate Executive’s employment without Cause (as defined below) upon giving 30 days’ advance written notice to Executive; provided, however, the Company may elect to restrict Executive’s access to the Company’s offices, employees, customers, suppliers, properties, and Confidential Information during the 30-day notice period. If Executive’s employment is terminated without Cause under this Section 6(b), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive’s Basic Salary through the Termination Date and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) over a period of twelve (12) months following such Termination Date (the “Severance Period”) an amount equal to the sum of his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) and monthly payments for Executive’s healthcare premiums under COBRA for twelve (12) months following the Termination Date, or until the executive obtains alternative health coverage, whichever occurs first; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A.  The benefits provided under sections (B) and (D) of this Section 6(b) shall only be payable if Executive delivers to the Company and does not revoke, if applicable, a general release of claims in favor of the Company (the “Release”) within ten (10) days of the Termination Date.

 

 
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(c) The Company may terminate Executive’s employment upon a determination by the Company that “Cause” exists for Executive’s termination, and the Company serves written notice of such termination upon Executive. As used in this Agreement, the term “Cause” shall refer only to any one or more of the following grounds:

 

(i) commission of a material and substantive act of theft, including, but not limited to, misappropriation of funds or any property of the Company;

 

(ii) intentional engagement in activities or conduct clearly injurious to the best interests or reputation of the Company;

 

(iii) refusal to perform his assigned duties and responsibilities (so long as the Company does not assign any duties or responsibilities which would give the Executive Good Reason to terminate his employment as described in Section 6(e)) after receipt by Executive of written detailed notice and reasonable opportunity to cure;

 

(iv) gross insubordination by Executive, which shall include but not be limited to the willful refusal to comply with a lawful written directive to Executive (so long as the directive does not give the Executive Good Reason to terminate his employment as described in Section 6(e));

 

(v) the clear violation of any of the material terms and conditions of this Agreement or any written agreement or agreements Executive may from time to time have with the Company, including any of the Company’s policies (following 30 days’ written notice from the Company specifying the violation and Executive’s failure to cure such violation within such 30-day period);

 

(vi) Executive’s substantial dependence, as determined by the Board of Directors of the Company, on alcohol or any narcotic drug or other controlled or illegal substance which materially and substantially prevents Executive from performing his duties hereunder; and

 

(vii) the final and unappealable conviction of Executive of a crime which is a felony or a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with his employment by the Company, which causes the Company a substantial detriment;

 

(viii) The Executive’s abandonment of employment or conduct constituting a de facto resignation.

 

 
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In the event of a termination under this Section 6(c), the Company will pay Executive the earned but unpaid portion of Executive’s Basic Salary through the Termination Date. If any determination of substantial dependence under Section 6(c)(vi) is disputed by the Executive, the parties hereto agree to abide by the decision of a panel of three physicians appointed in the manner as specified in Section 6(d) of this Agreement. If any determination of “Cause” is made under items 6(c), (i), (ii), (iii), (iv), (v), (vii) or (viii) which Executive contests, Executive shall have the opportunity, within 30 days of such determination, to personally appear in front of the Board of Directors and present his case to the Board of Directors and have the Board of Directors reconsider the determination of Cause.

 

(d) Executive’s employment shall terminate upon the death or permanent disability of Executive. For purposes hereof, “permanent disability,” shall mean the inability of the Executive, as determined by the Board of Directors of the Company, by reason of physical or mental illness to perform the duties required of him under this Agreement for more than 120 days in any 360-day period. Upon a determination by the Board of Directors of the Company that Executive’s employment shall be terminated under this Section 6(d), the Board of Directors shall give Executive 30 days’ prior written notice of the termination. If Executive disputes a determination of the Board of Directors under this Section 6(d), the parties agree to abide by the decision of a panel of three physicians. The Company will select a physician, Executive will select a physician and the physicians selected by the Company and Executive will select a third physician. Executive agrees to make himself available for and submit to examinations by such physicians as may be directed by the Company. Failure to submit to any examination shall constitute a breach of a material part of this Agreement. In the event of termination due to death or permanent disability, the Company will pay Executive, or his legal representative, (i) the earned but unpaid portion of Executive’s Basic Salary through the Termination Date; (ii) the earned but unpaid portion of any vested incentive compensation under and consistent with plans adopted by the Company prior to the Termination Date; and (iii) over a period of twelve (12) months following the Termination Date an amount equal to twenty percent (20%) of his Basic Salary at the time of the Termination Date for each year of employment with the Company capped at one hundred percent (100%) of Basic Salary which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. 

 

 
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(e) The Executive may terminate his employment for Good Reason (as defined below) upon giving 30 days advance written notice to the Company, provided, however, that such notice is given within ninety (90) days of the event that constitutes Good Reason and the Company has not cured the condition within thirty (30) days of receipt of such notice. If Executive’s employment is terminated with Good Reason under this Section 6(e), the Executive shall be entitled to receive (A) the earned but unpaid portion of Executive’s Basic Salary through the Termination Date and a portion of Executive’s bonus based upon the bonus he would subsequently have earned in the year in which Executive’s employment was terminated, if any, pro-rated for the amount of time employed by the Company during such year, paid on the original date such bonus would have been payable; (B) during the Severance Period an amount equal to the sum of his (i) Basic Salary at the time of the Termination Date, plus (ii) the Termination Bonus (as defined below); (C) any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs; and (D) benefits, (including, without limitation health, life, disability and pension) as if Executive were an employee during the Severance Period; provided, however, that if the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Code, then the Company shall in good faith adjust the form or timing of such payments as it reasonably determines to be necessary or advisable to be in compliance with Section 409A. The benefits provided under sections (B) and (D) of Section 6(e) shall only be payable if Executive delivers to the Company and does not revoke, if applicable, a Release within ten (10) days of the Termination Date. As used in this Agreement, the term “Good Reason” means any one or more of the following grounds:

 

(i) a change in Executive’s title(s), status, position or responsibilities without Executive’s written consent, which does not represent a promotion from his existing status, position or responsibilities, despite Executive’s written notice to the Company of his objection to such change and the Company’s failure to address such notice in a reasonable fashion within 30 days of such notice;

 

(ii) the assignment to Executive of any duties or responsibilities which are inconsistent with his status, position or responsibilities as set forth in Section 2 hereof, despite Executive’s written notice to the Company of his objection to such change and the Company’s failure to address such notice in a reasonable fashion within 30 days of such notice;

 

(iii) if there is a material reduction in the Executive’s Basic Salary, except where such reduction is part of a proportionate reduction applicable to similarly situated executives and is implemented due to the Company’s documented financial difficulties; or

 

(iv) a breach by the Company of any material term or provision of this Agreement.

 

(f) The Executive may terminate his employment for any reason (other than Good Reason) upon giving 30 days’ advance written notice to the Company. If Executive’s employment is so terminated under this Section 6(f), the Company will pay Executive the earned but unpaid portion of Executive’s Basic Salary through the Termination Date and any other amounts or benefits owing to Executive under the then applicable employee benefit, long term incentive or equity plans and programs of the Company, which shall be paid or treated in accordance with Section 3 hereof and otherwise in accordance with the terms of such plans and programs incentive compensation under and consistent with plans adopted by the Company prior to the Termination Date.

 

 
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(g) In the event of the Executive’s death during the Severance Period, payments of Basic Salary under this paragraph 6 and payments under the Company’s employee benefit plan(s) shall continue to be made in accordance with their terms during the remainder of the Severance Period to the beneficiary designated in writing for such purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive’s estate.

 

(h) As used in this Agreement, the term “Bonus” shall mean any bonus, incentive compensation or any other cash benefit paid or payable to the Executive under any incentive compensation grant or plan, excluding signing bonuses and the Company’s stock incentive plan. For purposes of this Agreement “Termination Bonus” means (i) an amount equal to the Executive’s target bonus for the fiscal year in which the termination occurs, increased or decreased pursuant to actual performance versus targeted performance in the then current plan measured as of the end of the calendar month in the month preceding the Termination Date; or (ii) in the event the target bonus has not been so established as provided in (i), an amount equal to the Executive’s Bonus for the four (4) fiscal quarters immediately preceding the Termination Date; provided, however, if there has been a Change in Control of the Company the Termination Bonus shall be an amount equal to the greater of (i) the preceding calculation or (ii) Executive’s Bonus for the four (4) fiscal quarters immediately preceding the Change in Control of the Company.

 

(i) As used in this Agreement, the term “Change in Control” as a capitalized term shall mean the occurrence of any one of the following events:

 

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more, excluding in the calculation of Beneficial Ownership securities acquired directly from the Company, of the combined voting power of the Company’s then outstanding voting securities;

 

(ii) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding voting securities;

 

(iii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Time, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of the at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Time or whose appointment, election or nomination for election was previously so approved or recommended;

 

 
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(iv) there is a consummated merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving or parent equity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person, directly or indirectly, acquired twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates); or

 

(v) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction having a similar effect), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

 

For purposes of this Section 6, the following terms shall have the following meanings:

 

(i) “Affiliate” shall mean an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”);

 

(ii) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act; and

 

(iii) “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (3) an underwriter temporarily holding securities pursuant to an offering of such securities or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Common Stock of the Company.

 

 
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(j) Notwithstanding any provision in this Section 6 to the contrary, any payment that is required by this Section 6 to be paid in installments (including, but not limited to, Base Salary continuation under Section 6(b)) shall be paid in two payment streams. The first payment stream will begin as soon as practicable after the Termination Date and end upon the earlier of (i) the date Executive has been paid an amount equal to the lesser of two times the dollar limit prescribed in Section 401(a)(17) of the Code or (ii) the last day of the installment period. The second payment stream will be equal to the amount, if any, payable to Executive during the installment period that was not paid in the first payment stream. This amount will commence as soon as practicable after the day that is six months after the Termination Date and end on the last day of the installment period. All other amounts payable to Executive will be paid in accordance with the applicable provision of this Section 6; provided, however, that if Executive is a “specified employee” as defined in Section 409A of the Code and the Company determines that any amounts to be paid to Executive hereunder are subject to Section 409A of the Code, then the Company shall not commence payment of such amounts until the earlier of (a) the date that is six months after the Executive’s Termination Date or (b) the date of the Executive’s death. Any amount that otherwise would have been payable but for the delay described above shall be aggregated and paid with the first payment under this Section 6(k).

 

7. Indemnity.

 

(a) Subject only to the exclusions set forth in Section 7(b) hereof, the Company hereby agrees to hold harmless and indemnify Executive against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (excluding an action by or in the right of the Company) to which Executive is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Executive is, was or at any time becomes a director, officer, employee or agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

 

(b) The Company shall not indemnify Executive pursuant to Section 7(a):

 

(i) except to the extent the aggregate losses to be indemnified hereunder exceed the amount of such losses for which Executive is indemnified pursuant to any directors and officers’ liability insurance purchased and maintained by the Company;

 

(ii) in respect to remuneration paid to Executive if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law;

 

(iii) on account of any suit in which judgment is rendered against Executive for an accounting of profits made from the purchase or sale by Executive of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law;

 

(iv) on account of Executive’s material breach of any provision of this Agreement;

 

 
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(v) in respect to any action, suit, or proceeding initiated by Executive or by the Company related to any contest or dispute between the Executive and the Company with respect to this Agreement or Executive’s employment hereunder;

 

(vi) on account of Executive’s act or omission being finally adjudged to involve willful misconduct or fraud; or

 

(vii) if a final decision by a Court having jurisdiction in the matter shall determine that such indemnification is not lawful.

 

(c) All agreements and obligations of the Company contained herein shall continue during the period Executive is a director, officer, employee or agent of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Executive shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal or investigative, by reason of the fact that Executive was an officer or director of the Company or serving in any other capacity referred to herein.

 

(d) Promptly after receipt by Executive of notice of the commencement of any action, suit or proceeding, Executive will, if a claim in respect thereof is to be made against the Company under this Section 7, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to Executive otherwise than under this Section 7. With respect to any such action, suit or proceeding as to which Executive notifies the Company under this Section 7(d):

 

(i) The Company will be entitled to participate therein at its own expense.

 

(ii) Except as otherwise provided below, to the extent that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel selected by the Company. After notice from the Company to Executive of its election so to assume the defense thereof, the Company will not be liable to Executive under this Section 7 for any legal or other expenses subsequently incurred by Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. Executive shall have the right to employ his counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Executive, unless (A) the employment of counsel by Executive has been authorized by the Company, or (B) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company.

 

 
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(iii) The Company shall not be liable to indemnify Executive under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle in any manner that would impose any penalty or limitation on Executive without Executive’s written consent. Neither the Company nor Executive will unreasonably withhold their consent to any proposed settlement.

 

(e) Executive agrees that Executive will reimburse the Company for all customary and reasonable expenses paid by the Company in defending any civil or criminal action, suit or proceeding against Executive in the event and only to the extent that it shall be ultimately determined that Executive is not entitled to be indemnified by the Company for such expenses under the provisions of Nevada law (or the laws of the Company’s state of incorporation at the time), federal securities laws, the Company’s By-laws or this Agreement.

 

8. Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

 

9. Return of Company Property.  At any time upon demand or upon the Termination Date, Executive shall return immediately to the Company any and all property of every kind, type and description whatsoever received by Executive by reason of Executive’s employment or any position Executive has served with the Company or pertaining in any manner to the business and operation of the Company.

 

10. Cooperation.  Following the Termination Date, Executive agrees to make himself available to and to cooperate with the Company in any routine administrative matters in connection with his employment, with internal investigations, or with administrative, regulatory, or judicial proceedings. Executive understands and agrees that his cooperation includes, but is not limited to, making himself available to the Company upon reasonable notice for meetings, interviews, and factual investigations; appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process; volunteering to the Company pertinent information; and turning over all relevant documents which are or may come into his possession. The term “cooperation” does not mean that Executive must provide information that is favorable to the Company; it means only that Executive will provide information, as defined herein, within Executive’s knowledge and possession upon request of the Company. For requests made by the Company, the Company agrees to reimburse Executive for any reasonable travel, lodging, long distance phone charges, copying charges, facsimile charges, and meal expenses that Executive may incur in providing consultation, provided the Company has pre-approved such expenses.

 

 
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11. Assignment. This Agreement is personal to Executive and Executive may not assign or delegate any of his rights or obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, executors, administrators, successors and assigns.

 

12. Waiver. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in a written document signed by the other party, (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given, and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

 

13. Notices. Any and all notices required or permitted to be given under this Agreement will be sufficient and deemed effective three (3) days following deposit in the United States mail if furnished in writing and sent by certified mail to Executive at:

 

Robert C. Buchner

1180 Gabriel Court

Chaska, MN 55318

 

and to the Company at:

 

Inuvo, Inc.

500 President Clinton Ave.

Suite 300

Little Rock, AR 72201

Attention: General Counsel

 

or such subsequent addresses as one party may designate in writing to the other parties.

 

14. Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of Arkansas without regard to its conflicts of laws principles.

 

15. Amendment. This Agreement may be amended in any and every respect only by agreement in writing executed by both parties hereto.

 

 
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16. Section Headings. Section headings contained in this Agreement are for convenience only and shall not be considered in construing any provision hereof.

 

17. Prevailing Party.  In the event that either of the parties hereto (or any successor thereto) resorts to legal action, in order to enforce, defend or interpret any of the terms or the provisions of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees from the non-prevailing party. In addition, when attorneys fees are awarded, the prevailing party shall be entitled to recover from the non-prevailing party post-judgment attorneys’ fees incurred by the prevailing party in enforcing a judgment against the non-prevailing party. Notwithstanding anything in this Agreement to the contrary, the provisions of the preceding sentence are intended to be severable from the balance of this Agreement, shall survive any judgment rendered in connection with the aforesaid legal action, and shall not be merged into any such judgment.

 

18. Entire Agreement. With the exception of the Confidentiality, Assignment and Noncompetition Agreement, of even date herewith, and any stock option agreements or other equity compensation agreements between Executive and the Company, including for the avoidance of doubt, Executive’s grant of 125,000 restricted stock units on September 30, 2025, this Agreement terminates, cancels and supersedes all previous employment or other agreements relating to the employment of Executive with the Company or any predecessor, written or oral, and this Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement. This Agreement was fully reviewed and negotiated on behalf of each party and shall not be construed against the interest of either party as the drafter of this Agreement. EXECUTIVE ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE HAS READ THE ENTIRE AGREEMENT AND HAS THIS DAY RECEIVED A COPY HEREOF.

 

19. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement or parts thereof.

 

20. Survival. The last two sentences of Section 3(c), and Sections 6, 7 and 8 of this Agreement and this Section 20 shall survive any termination or expiration of this Agreement.

 

[Signature Page Follows]

 

 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 

    

EXECUTIVE:
     
/s/ Robert C. Buchner

 

Robert C. Buchner  

 

  

Inuvo, Inc.:
     
By: /s/ Wallace D. Ruiz

 

Wallace D. Ruiz,  
  Chief Financial Officer  
     

 

 
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EXHIBIT 99.1

 

 

Inuvo Reports Unaudited Preliminary Fourth Quarter 2025 Revenue Results

 

LITTLE ROCK, AR, January 28, 2026 -- Inuvo, Inc. (NYSE American: INUV), a leading provider of artificial intelligence-driven data and advertising technology solutions, today reported preliminary unaudited revenue results for the fourth quarter ended December 31, 2025.

 

The Company expects fourth-quarter 2025 net revenue to be approximately $14 million, representing an approximate 47% decrease compared to the same quarter of the prior year. The shortfall was driven primarily by an intentional pullback in the Platform product line. The Company expects net revenue for full-year 2025 to be approximately $86 million, representing a year-over-year increase of approximately 3%.

 

“During the quarter, we prioritized advertising quality, scalability, and compliance over short-term volume, leading to a near-term reduction in revenue,” said Rich Howe, Chief Executive Officer. “While we had flagged challenges on our Q3 conference call, the impact ended up greater and more prolonged than expected, extending through Q4 and into January. The steps we have taken were essential for the long-term success of our Platform product line, positioning it for durable, defensible growth. We have reason to believe that revenue will recover in the months ahead.”

 

Inuvo expects to report its full fourth-quarter and year-end 2025 financial results on its regularly scheduled release of quarterly results and conference call on March 5, 2026.

 

The financial information and results in this press release are preliminary and have been prepared internally by management based on the best information currently available to the Company and are subject to completion of the fourth quarter and full year financial statements and audit by our independent registered public accounting firm. There can be no assurance that actual results will not differ from the preliminary financial information presented herein and such changes could be material. This preliminary financial data should not be viewed as a substitute for full financial statements prepared in accordance with Generally Accepted Accounting Principles.

 

About Inuvo

 

Inuvo, Inc. (NYSE American: INUV) is a market leader in Artificial Intelligence built for advertising. Its IntentKey AI solution is a first-of-its-kind proprietary and patented technology capable of identifying and actioning the reasons why consumers are interested in products, services, or brands, not who those consumers are. To learn more, visit www.inuvo.com.

 

 

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Safe Harbor / Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Inuvo’s quarter-end financial close process and preparation of financial statements for the quarter that are subject to risks and uncertainties that could cause results to be materially different than expectations. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including, without limitation risks detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”), and represent our views only as of the date they are made and should not be relied upon as representing our views as of any subsequent date. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" in Inuvo, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 as filed on February 27, 2025, and our other filings with the SEC. In addition, our expectations about the fourth quarter and full year 2025 results are based on preliminary information about the fourth quarter and full year and are subject to revision or adjustment based on our quarter and year-end review procedures. Although the fourth quarter and full year are now completed, we are still in the process of our standard financial reporting closing procedures. Accordingly, following completion of our normal closing and audit processes, it may turn out that actual results differ materially from these preliminary results. Factors that could cause our actual results for the fourth quarter and full year to differ materially from our preliminary results include, but are not limited to, inaccurate assumptions, unrecorded expenses, changes in estimates or judgments, and facts or circumstances affecting the application of our critical accounting policies. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of Inuvo, Inc. and are difficult to predict. Inuvo does not intend to update or revise any forward-looking statements made herein or any other forward-looking statements as a result of new information, future events, or otherwise. Inuvo further expressly disclaims any written or oral statements made by a third party regarding the subject matter of this press release.  The information which appears on our websites and our social media platforms is not part of this press release.

 

Investor Relations:

Wallace Ruiz  

Chief Financial Officer 

Tel (501) 205-8508 

[email protected] 

 

 

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EXHIBIT 99.2

  

   

Inuvo Appoints Rob Buchner as Chairman and Chief Executive Officer

 

LITTLE ROCK, AR, January 28, 2026 -- Inuvo, Inc. (NYSE American: INUV), a leading provider of artificial intelligence-driven data and advertising technology solutions, today announced the appointment of Rob Buchner as Chairman of the Board and Chief Executive Officer, effective February 1, 2026.

 

Throughout 2025, Buchner worked closely within Inuvo in an advisory, board, and executive capacity. This experience has provided a comprehensive understanding of the company’s existing markets, strategy, technology, and growth opportunities. Since joining the executive team as Chief Operating Officer in October of 2025, he has led a comprehensive review of talent, operations, product development, capital allocation, and go-to-market priorities. This review has shaped Mr. Buchner's perspective on the company's overall strategy, driving changes that support profitable growth while strengthening Inuvo's core differentiation.

 

“Rob has developed a strong understanding of Inuvo’s business and market opportunities,” said Gordon Cameron, Inuvo Board Member. “His prior experience and success as CEO of both large and small companies, combined with his deep knowledge of the industry Inuvo serves, his proven go-to-market expertise, and his tenure with Inuvo to date, made him the ideal candidate for this critical stage in the company's evolution.”

 

“I’m honored to step into the CEO role at this important moment for Inuvo,” said Buchner. “The company has built a strong foundation and team. My immediate priorities are to accelerate adoption of our proprietary AI platform, IntentKey®, strengthen growth-focused strategic partnerships, and deliver actionable consumer intent insights that enable precisely targeted media buys.”

 

Buchner succeeds Richard Howe, who served as Chief Executive Officer for 15 years. During his tenure, Howe guided Inuvo through significant industry change and played the central role in the company’s evolution toward AI-driven, privacy-first advertising. Howe will continue to serve on Inuvo’s Board of Directors, supporting leadership continuity and the company’s long-term strategy.

 

On Wednesday, January 28, 2026, 5:15 p.m. Eastern Time, Inuvo will host an address from Mr. Buchner in which he will outline his strategic priorities and vision for Inuvo’s next phase of growth.

 

 

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Shareholder Update Details:

Date: Wednesday, January 28, 2026

Time: 5:15 p.m. Eastern Time

Toll-free Dial-in Number: 1-800-717-1738

International Dial-in Number: 1-646-307-1865

Conference ID:  1189669

Webcast Link: HERE

 

About Inuvo

 

Inuvo, Inc. (NYSE American: INUV) is a market leader in Artificial Intelligence built for advertising. Its IntentKey® AI solution is a first-of-its-kind proprietary and patented technology capable of identifying and actioning the reasons why consumers are interested in products, services, or brands, not who those consumers are. To learn more, visit www.inuvo.com.

 

Safe Harbor / Forward-Looking Statements

 

Statements in this press release relating to Inuvo's future plans, expectations, beliefs, intentions, and prospects are "forward-looking statements" and are subject to material risks and uncertainties. A detailed discussion of these factors and other risks that affect our business is contained in Inuvo’s Securities and Exchange Commission (SEC) filings, including our most recent reports on Form 10-K and Form 10-Q under the heading "Risk Factors." These filings are available on the SEC's website or on Inuvo’s website at Investor Relations - Inuvo®. All information in this press release is current as of the date of release, and Inuvo undertakes no duty to update any statement in light of new information or future events.

 

Investor Relations:

Wallace Ruiz  

Chief Financial Officer 

Tel (501) 205-8508 

[email protected] 

 

 

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