GD Culture Group Limited filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure.
On February 17, 2026, the board of directors (the “Board”) of GD Culture Group Limited, a Nevada corporation (the “Company”) approved a share repurchase program (the “share repurchase program”) that authorizes the Company to repurchase up to $100 million of its common stock, par value $0.0001 per share. The share repurchase program expires on August 17, 2026. Repurchases may be made from time to time in the open market, by round lot or block purchases, in privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and applicable federal securities laws. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including bitcoin price based on the CME CF Bitcoin Reference Rate - New York Variant, the market price and trading volume of the Company’s shares, general market and economic conditions, and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be terminated, modified or suspended at any time at the Company’s discretion.
On February 18, 2026, the Company issued a press release entitled “GD Culture Announces up to US$100 Million Share Repurchase Program”. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.
This report shall be deemed to be incorporated by reference into the registration statements of the Company on Form S-3 (File No. 333-279141 and 333-292934) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press release - GD Culture Announces up to US$100 Million Share Repurchase Program | |
| 104 | Cover Page Interactive Data File (embedded 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.
| GD CULTURE GROUP LIMITED | ||
| Date: February 18, 2026 | By: | /s/ Xiaojian Wang |
| Name: | Xiaojian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board | |
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