INUV

EX-99.1

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PRESS RELEASE

inuvo_ex991.htm

EXHIBIT 99.1

Inuvo Reports First Quarter 2026 Results

IntentKey® Momentum Continues Amid Legacy Search Reset

Management to host conference call at 4:15 PM ET, Thursday, May 14, 2026

LITTLE ROCK, AR, May 14, 2026 – Inuvo, Inc. (NYSE American: INUV), a leader in artificial intelligence-driven advertising technology, today announced financial results for the first quarter ended March 31, 2026 and business updates.

Recent 2026 Highlights

·

Audience Modeling (f/k/a Agencies & Brands) Revenue Growth & Pipeline Strength:First Quarter Audience Modeling revenue grew 13% year over year on stronger client investment in IntentKey and sharpened go-to-market strategy. IntentKey pipeline remains robust.

·

Enterprise Sales Momentum:Added five new major brands to IntentKey client roster, including three in the Fortune 500.

·

Legacy Search (f/k/a Platforms) Reset:Legacy Search appears to have stabilized following the Bonfire reset. Costs reduced to better align with ongoing Bonfire revenue pressure.

·

Platform Integrations: Launched IntentKey 4.5, announced integration with FreeWheel Buyer Cloud (a Comcast Company NYSE: CMCSA), and completed SSP and DSP integrations that expand addressable market.

·

New Leadership: Rob Buchner appointed Chairman and CEO.

“The seismic changes in our industry have created a clear divide between legacy tech and the future of AI-driven media, and Inuvo sits squarely at this intersection,” said Rob Buchner, Chairman and CEO of Inuvo. “As speed, adaptability, and intelligence at the point of media decisioning become the new currency of advertising, we are deliberately accelerating our pivot toward IntentKey while taking the steps needed to align Legacy Search costs with today’s revenue realities and structural erosion of the search business. Our first quarter results reflect this shift, and we believe we are making the right moves to build a more scalable, resilient business while remaining clear-eyed about the challenges facing the broader search marketplace.”

Financial Results for the First Quarter 2026

Beginning with the first quarter 2026 earnings results, the Company has renamed its business channels, where “Agencies and Brands” will now be referred to as “Audience Modeling” and “Platforms” will now be referred to as “Legacy Search.” A more fulsome description of these business channels is included in the Company’s 10-Q for the quarter ended March 31, 2026, expected to be filed today.

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Net revenue decreased 70%, or $18.8 million, to $7.9 million in the first quarter of 2026 compared with the same period in 2025. This decline was driven by ongoing pressure on Legacy Search revenue resulting from the strategic reset of the Bonfire platform in late 2025. Partially offsetting this decline was a 13% increase in net revenue from Audience Modeling driven by increased investment in the IntentKey go-to-market strategy. Gross profit declined $17.4 million, or 82.6%, to $3.7 million in the 2026 first quarter compared to the 2025 first quarter as a result of lower revenue.

First quarter 2026 operating expenses were $7.5 million, a decrease of $15.3 million compared to the same period in 2025. This year-over-year decrease was the result of lower marketing costs associated with Legacy Search-related costs. Lower operating expenses for the 2026 first quarter partially offset the decrease in gross profit, resulting in an operating loss of $3.9 million, compared with an operating loss of $1.8 million in the first quarter of 2025.

Other income for the 2026 first quarter was $6.2 million, reflecting gross proceeds associated with a one-time, non-recurring settlement of a class action lawsuit.

During the first quarter of 2026, the Company generated net income of $1.9 million, or $0.13 per diluted share, compared with a net loss of $1.3 million, or $0.09 per diluted share, in the same period of 2025. Adjusted EBITDA for the first quarter of 2026 was a loss of $2.1 million, compared with a loss of $0.02 million in the first quarter of 2025.

Liquidity and Capital Resources

As of March 31, 2026, the Company had $2.9 million in cash and cash equivalents and access to a $10.0 million working capital facility, of which none was drawn.

2026 Outlook

Inuvo’s 2026 goals are to execute on four strategic pillars, intended to drive significant revenue growth and a stronger, more resilient, compounding business:

·

Go-to-market focus — Inuvo is driving to secure more upstream, brand-direct engagements and partnerships utilizing aligned deal teams.

·

Raising IntentKey’s industry profile – Inuvo intends to drive growth in its IntentKey products through intentional elevation of the brand.

·

Continued product innovation – Inuvo is driving advancement of its suite of products to both deepen budget commitments and expand its addressable market.

·

High-margin growth – Inuvo is focused on driving platform-led, higher margin revenues into the bu

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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 5, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On March 5, 2026, Inuvo, Inc. issued a press release regarding financial performance for Q4 and full-year 2025. A copy of the earnings release is being furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K under this caption and Exhibits 99.1 and 99.2 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.

The Company made reference to non-GAAP financial information in the press release and a reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the press release.

ITEM 7.01 REGULATION FD DISCLOSURE.

On March 5, 2026, the Company held a management conference call to discuss the Company's financial results for Q4 and full-year 2025, the outlook of the Company and certain other matters.

A copy of the script for the conference call is attached as Exhibit 99.2 and is incorporated by reference into this Current Report on Form 8-K.

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 Section 18 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release for Q4 and full-year 2025 financial results.

99.2

Conference Call Script.

2

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: March 5, 2026 By:/s/ Wallace D. Ruiz

Wallace D. Ruiz, Chief Financial Officer

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inuvo_8k.htm0000829323false00008293232026-01-232026-01-23iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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 acqui