Material Event (Form 8-K)

Item 8.01 Other Events.

On September 14, 2026, AGNT, Inc. (the "Company") completed the previously disclosed repurchase of 8,693,290 shares of its common stock (the "Purchased Shares") from Frank Selden, as trustee of the Gratitude 2022 Trust (the "Trust"), for an aggregate purchase price of $31,991,307.20, pursuant to the stock purchase agreement described in the Company's Current Report on Form 8-K filed on September 8, 2026.

The Purchased Shares were sold by the Trust to meet time-sensitive tax and estate administration requirements following the death of Penny Sanford, the previous trustee of the Trust. The transaction was structured as a repurchase of shares by the Company, and the Purchased Shares are no longer included in the Company's outstanding shares of common stock. As previously disclosed, the Audit Committee of the Company's Board of Directors, consisting entirely of independent and disinterested directors, reviewed and unanimously approved the transaction under the Company's related person transaction policy, determining that the opportunity to acquire this block at a 10% discount to the 5-day volume-weighted average price would meaningfully accelerate the Company's capital return program beyond what could be achieved through ordinary open-market purchases, and that the terms were fair to, and in the best interests of, the Company and its shareholders.

​

​

​

​

​

​

​

​