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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 8, 2025
Arrive AI Inc.
(Exact Name of Registrant as Specified in Charter)
001-42645
(Commission File Number)
| Delaware | 85-0935006 | |
| (State
or Other Jurisdiction of Incorporation) |
(I.R.S.
Employer Identification Number) |
12175 Visionary Way
Fishers, Indiana 46038
(Address of principal executive offices, with zip code)
(463) 270-0092
(Registrant’s telephone number, including area code)
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:
| ☐ | 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(s) | Name of each exchange on which registered | ||
| Common Stock | ARAI | The Nasdaq Stock Market LLC |
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 7.01. Regulation FD Disclosure
On September 8, 2025, Arrive AI Inc. (the “Company”) issued a press release. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 8.01. Other Events
On September 8, 2025, the Board of Directors of the Company approved a share repurchase program of up to $10 million of the Company’s common stock, par value $0.0002 per share, from September 8, 2025 through March 31, 2026. Repurchases may be made from time to time in the open market, through privately negotiated transactions, or under Rule 10b5-1 trading plans, in each case in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and subject to market conditions and other factors, including customary blackout periods. The program may be modified, suspended, or terminated at any time at the Company’s discretion. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, liquidity, and alternative uses of capital.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release by Arrive AI, Inc. dated September 8, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
SIGNATURE
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.
| ARRIVE AI, INC. | ||
| Date: September 10, 2025 | By: | /s/ Daniel S. O’Toole |
| Daniel S. O’Toole | ||
| Chief Executive Officer | ||
|
|
Exhibit 99.1
Arrive AI Announces $10 Million Share Repurchase Program
INDIANAPOLIS, INDIANA / ACCESS Newswire / September 8, 2025 / Arrive AI (Nasdaq:ARAI) today announced that its Board of Directors has authorized a share repurchase program of up to $10 million of the Company’s common stock from now through March 31, 2026.
The authorization reflects the Board’s view that the current share price represents an attractive investment relative to Arrive AI’s long-term opportunities. Repurchases may be made from time to time in the open market, through privately negotiated transactions, or under Rule 10b5-1 trading plans, in each case in accordance with Rule 10b-18 under the Securities Exchange Act of 1934 and subject to market conditions and other factors, including customary blackout periods. The program may be modified, suspended, or terminated at any time at the Company’s discretion. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, liquidity, and alternative uses of capital.
Dan O’Toole, Founder and CEO of Arrive AI, said:
“We believe ARAI is materially undervalued given our momentum and the scale of the opportunity in autonomous, secure delivery. This authorization gives us the flexibility to be opportunistic when conditions are favorable, while we continue executing and building long-term shareholder value at the last inch of the last-mile.”
About Arrive AI
Arrive AI’s patented Autonomous Last Mile (ALM) platform enables secure, efficient delivery to and from a smart, AI-powered Arrive Points™, whether by drone, ground robot or human courier. The platform provides real-time tracking, smart logistics alerts and advanced chain of custody controls to support shippers, delivery services and autonomous networks. By combining artificial intelligence with autonomous technology, Arrive AI makes the exchange of goods between people, robots and drones frictionless and convenient. Its system integrates with smart home devices such as doorbells, lighting and security systems to streamline the entire last-mile delivery experience. Learn more at www.arriveai.com and via the company’s press kit.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s share repurchase program, strategic priorities, and prospects. Forward-looking statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially. Factors that could cause such differences include, among others, market conditions, the trading price and liquidity of the Company’s common stock, the Company’s financial performance, available capital, alternative uses of capital, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law. There is no assurance as to the timing, number, or value of shares to be repurchased under the program, if any, and the program may be modified, suspended, or discontinued at any time.
Media
& Investor Contact
Kylie Conway
Arrive AI
investorrelations@arriveai.com | 463-270-0092
SOURCE: Arrive AI Inc.