Rezolve Ai Receives Court Approval for Capital Reduction, Advancing Share Repurchase Program of Up to $300 Million

Approval provides Rezolve Ai with capital allocation flexibility to advance towards planned repurchases while preserving capacity for growth, strategic M&A and other shareholder value initiatives

NEW YORK, Oct. 06, 2026 (GLOBE NEWSWIRE) — Rezolve Ai plc (NASDAQ: RZLV) (“Rezolve Ai” or the “Company”), a global leader in AI-powered commerce, today announced that it has received Court approval for the Company’s proposed capital reduction, an important step in enabling Rezolve Ai to implement its previously announced share repurchase program of up to $300 million.

The Court approval follows shareholder approval of the capital reduction and supports the Board’s objective of providing Rezolve Ai with greater flexibility to allocate capital in a manner that it believes best serves long-term shareholder value.

The Company expects to commence repurchases following the remaining procedural requirements necessary for the capital reduction to become effective having been completed, subject to market conditions, available capital, liquidity, capital allocation priorities, legal requirements and other relevant factors.

Under the Company’s proposed arrangements with BTIG, BTIG is expected to purchase ordinary shares in the market within agreed parameters, with Rezolve Ai repurchasing such shares from BTIG in accordance with applicable legal requirements and the terms of the program.

Daniel M. Wagner, Chairman and Chief Executive Officer of Rezolve Ai, said:
“Court approval of the capital reduction is an important milestone for Rezolve Ai and for our shareholders.

“We have consistently said that we believe the public market valuation of Rezolve Ai does not reflect the strength of our technology, the progress we have made commercially, or the scale of the opportunity ahead in AI-powered commerce.

“This approval gives us the flexibility to begin acting on that belief. Subject to completion of the remaining procedural steps and market conditions, we intend to commence repurchases where the Board believes doing so represents an attractive and disciplined use of capital.

“At the same time, we remain focused on growth. We continue to evaluate non-dilutive funding alternatives and strategic capital initiatives that could further enhance our flexibility over time, while preserving our ability to pursue strategic M&A, invest in the business and execute against our long-term plan.

“This is about confidence, discipline and shareholder value. We now have an important tool to act decisively and responsibly when we believe the market materially undervalues Rezolve Ai.”

The proposed repurchase program does not obligate the Company to acquire any specific number or dollar amount of shares, nor does it represent a commitment to deploy the full amount of the available capacity under the repurchase program. Any repurchases will be funded only from legally available funds and will remain subject to the Company’s liquidity position, capital allocation priorities, market conditions and applicable legal requirements. The program may be suspended, modified or discontinued at any time.

Further details regarding the capital reduction and share repurchase authority will be included in the Company’s public filings.

About Rezolve Ai
Rezolve Ai is a global leader in AI-powered commerce and engagement. Its technology helps retailers, brands, financial institutions and commerce platforms create intelligent, personalized customer experiences across search, discovery, engagement and transaction journeys.

Rezolve Ai’s platform is designed to connect consumers, merchants, banks and payment providers through intelligent commerce infrastructure that makes customer interactions more relevant, measurable and valuable. Through its AI-powered commerce capabilities and Reward’s financial engagement platform, Rezolve Ai is building the infrastructure for the next generation of personalized and agentic commerce.

Media Contact
Urmee Khan
Global Head of Communications
urmeekhan@rezolve.com
+44 7576 094 040

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s share repurchase program, the expected timing and implementation of any repurchases, the completion of remaining procedural requirements relating to the capital reduction, the Company’s capital allocation strategy, potential non-dilutive financing alternatives, strategic capital initiatives, potential M&A activity, market valuation, operating momentum, strategic position, growth prospects and long-term value creation.

Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others, risks relating to the implementation of the proposed share repurchase program, completion of remaining procedural requirements relating to the capital reduction, market volatility, changes in trading liquidity, legal and regulatory restrictions, capital allocation requirements, business performance and other risks described in the Company’s filings with the Securities and Exchange Commission.

The share repurchase program does not require the Company to repurchase any specific number or dollar amount of shares and may be suspended, modified or discontinued at any time. Any repurchases will be made in compliance with applicable securities laws and other legal requirements.

Rezolve Ai undertakes no obligation to update any forward-looking statements, except as required by law.