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 rel…

CFO — Wallace D. Ruiz: The CFO is retiring with a named external successor appointed simultaneously, indicating an orderly transition rather than a sudden loss of leadership.

of this Current Report on Form 8-K with respect to the Common Warrants, Common Warrants Shares, Placement Agent Warrants, and Placement Agent Warrant Shares is incorporated herein by reference. The Common Warrants and the Placement Agent Warrants will be issued in a private placement pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) thereof as transactions not involving a public offering and/or Rule 506 promulgated thereunder as sa…

Unregistered Sales of Equity Securities. The information set forth in

Other Events. On June 30, 2026, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward- Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and Priv…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On June 29, 2026, the Company entered into and closed a note purchase agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC (the “Lender”), which provided for the issuance of two secured promissory notes: (i) a Secured Promissory Note A-1 in the original principal amount of $4.142 million (the “A-1 Note”) and (ii) a Secured Promissory Note B in the original pr…

Termination of a Material Definitive Agreement. The information provided in

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 rel…

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 d…

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 rel…

Entry into a Material Definitive Agreement . On February 17, 2026, Vertro, Inc. (“Vertro”), a wholly-owned subsidiary of Inuvo, Inc., entered into an Extension Amendment (the “Amendment”), effective as of March 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 an additional month from the then current expiration date. The new expiration da…

Other Events. On January 29, 2026, Inuvo, Inc. (“Inuvo” or the “Company”) received gross proceeds of approximately $6.2 million in connection with a previously disclosed class action settlement. The settlement proceeds represent a one-time, non-recurring cash inflow. On February 2, 2026, the Company issued a press release regarding the settlement proceeds, which is incorporated herein by reference.

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.

Chief Executive Officer, Chairman of the Board — Robert C. Buchner: Robert C. Buchner was promoted to Chief Executive Officer and appointed as Chairman of the Board, while Richard K. Howe is departing from his role as CEO but will continue serving on the board.

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 d…

Entry into a Material Definitive Agreement . On January 14, 2026, Inuvo, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain investors (individually, a “ Buyer ” and collectively, the “ Buyers ”), pursuant to which the Company authorized the issuance of subordinated convertible notes to the Buyer, in the aggregate principal amount of $3,333,333.33 (the “ Note Financing ”), which are being issued with a 10% original issue discount (each…

Neither this Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company. 3

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement . On December 15, 2025, Vertro, Inc. (“Vertro”), a wholly-owned subsidiary of Inuvo, Inc., entered into an Extension Amendment (the “Amendment”), effective as of December 31, 2025, 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 expiratio…

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 rel…

President — Barry Lowenthal: Mr. Lowenthal resigned as President and was replaced by Robert C. Buchner as Chief Operating Officer.

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 rel…

Material Modification to Rights of Security Holders. The information contained in

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 rel…

Class III member of the Board of Directors, Lead Independent Director, Chairman of the Nominating and Corporate Governance Committee, member of the Audit Committee — Charles Morgan: Charles Morgan retired from his positions on the Board and was succeeded by Rob Buchner.