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) March 31, 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 March 31, 2026, Vertro, Inc. (“Vertro”), a wholly-owned subsidiary of Inuvo, Inc., entered into an Extension Amendment (the “Amendment”), effective as of April 1, 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 three additional months from the then current expiration date. The new expiration date of the Agreement is June 30, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1*#		Extension Amendment to Google Services Agreement between Vertro, Inc. and Google LLC, dated as of March 31, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) is confidential and private and would likely cause competitive harm to Inuvo, Inc. if publicly disclosed.

# Schedules, exhibits and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Inuvo agrees to furnish copies of such omitted materials supplementally upon request by the Securities and Exchange Commission.

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: April 3, 2026	By:	/s/ Wallace Ruiz
		Wallace Ruiz, Chief Financial Officer

EXHIBIT 10.1

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS CONFIDENTIAL AND PRIVATE AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Contract ID: n367212

AMENDMENT TO GOOGLE SERVICES AGREEMENT

This 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. Amendments.

	1.1.	The term of the Agreement is extended for an additional three months from the current expiration date.

	1.2.	The following are added as new definitions in Section 1 (Definitions) of the Agreement:

		“AdSense for Search Restricted Access Features (RAFs) Policy” or the “RAF Policy” ***.

		“Restricted Access Feature” or “RAF” ***.

	1.3.	Section 2.2(e) (Implementation and Maintenance) of the Agreement is replaced with the following:

		(e) Company will ensure that (i) every Request is generated by a Search Query, and (ii) every Request contains the Search Query that generated that Request.

	1.4.	Section 2.2(k) (Implementation and Maintenance) of the Agreement is replaced with the following:

		(k) ***

	1.5.	Section 3.2 Compliance Obligations of the Agreement is replaced with the following:

		3.2 Compliance Obligations.

		(a) Company will not knowingly or negligently allow any use of or access to the Services through any Site that is not in compliance with the terms of this Agreement. Company will use commercially reasonable efforts to monitor for any such access or use and will, if any such access or use is detected, take all reasonable steps requested by Google to disable this access or use.

		(b) If Company is not in compliance with this Agreement at any time, Google may with notice to Company, suspend provision of all (or any part of) the applicable Services until Company implements adequate corrective modifications as reasonably required and determined by Google.

		(c) ***

	1.6.	Section 4 Conflicting Services of the Agreement is replaced with the following:

		4. Conflicting Services. ***

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS CONFIDENTIAL AND PRIVATE AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

	1.7.	Section 7.1 (Changes and Modifications – By Google) of the Agreement is replaced with the following:

		7.1 By Google. If Google modifies the Google Branding Guidelines, the Google Program Guidelines, the RAF Policy, the AdSense for Search Product-Integrated Feature Policies, or the Google technical protocols, and the modification requires action by Company, Company will take the necessary action no later than 30 days from receipt of notice from Google (or such longer period as required by applicable law or permitted by Google in writing). Any such modification will be generally applied to Google’s similarly situated customers in the same region who are using the specific Service impacted by the modification.

	1.8.	Exhibit B is deleted in its entirety and replaced with the Exhibit B attached to this Amendment.

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.

Vertro, Inc.

By:	/s/ Dana Robbins

Name:	Dana Robbins

Title:	SVP Digital Publishing

Date:	3/31/26

Google LLC

By:	/s/ Philipp Schindler

Name:	Philipp Schindler

Title:	Authorized Signatory

Date:	2006.03.31