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): ~~September~~December 41, 2025

BLACKBOXSTOCKS INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41051		45-3598066
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5430 LBJ Freeway, Suite 1485, Dallas, Texas		75240
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 726-9203

(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:

☐	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, par value $0.001 per share		BLBX		The NASDAQ Capital Market

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 5.0208 ~~Departure~~Shareholder ofDirector ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Nominations.

OnThe ~~September~~Board 4of Directors of Blackboxstocks Inc., ~~2025~~a Nevada corporation (the “Company”), ~~Eric~~has ~~Pharis~~fixed ~~resigned~~February 2, 2026, as ~~Chief~~the ~~Operating~~date ~~Officer~~for the 2025 Annual Meeting of ~~Blackboxstocks~~the ~~Inc~~Stockholders (the “~~Company~~2025 Annual Meeting”)., ~~Mr.~~and ~~Pharis~~the ~~was~~close aof ~~founder~~business ofon December 10, 2025, as the ~~Company~~record ~~and~~date ~~was~~for ~~named~~determining ~~Chief~~stockholders ~~Operating~~entitled ~~Officer~~to inreceive ~~2021.~~notice Mrof, and vote at, the 2025 Annual Meeting. ~~Pharis~~Time ~~intends~~and tolocation ~~remain~~information ~~with~~for the 2025 Annual Meeting will be set forth in the Company’s asproxy astatement ~~consultant~~for the 2025 Annual Meeting, which will be filed prior to ~~provide~~the ~~ongoing~~2025 ~~advisory~~Annual Meeting with the Securities and ~~transitional~~Exchange ~~services~~Commission (“SEC”).

~~Effective~~Deadlines ~~September~~for 4,submission ~~2025,~~of ~~Teresa~~nominations ~~Wills, age 59, was appointed~~ and ~~agreed~~shareholder toproposals ~~serve~~are asset ~~Chief~~out ~~Operating Officer of Blackbox~~below.io ~~Inc.,~~Please arefer ~~wholly owned subsidiary of the Company, succeeding Mr. Pharis in all duties and responsibilities relating~~ to the ~~operations of the~~ Company’s ~~operating~~Amended ~~subsidiary.~~and ~~Ms.~~Restated ~~Wills~~Bylaws ~~has been a key contributor to~~ (the ~~Company~~“Bylaws”) ~~since~~for ~~2017,~~additional ~~driving~~information. ~~initiatives~~The ~~that~~Bylaws ~~expanded~~were ~~customer~~filed ~~education,~~as ~~enhanced~~Exhibit ~~member engagement and improved product adoption~~3.1 ~~Ms.~~to ~~Wills developed~~ the Company’s ~~education~~Current ~~program,~~Report ~~directly~~on ~~teaching~~Form ~~many~~8-K offiled ~~its~~with ~~classes,~~the ~~implemented~~SEC ~~customer~~on ~~satisfaction~~April ~~frameworks~~19, ~~and built operational processes that strengthened support for the Company’s member base~~2022.

~~Prior~~In toaccordance ~~joining~~with the ~~Company,~~rules ~~Ms.~~of ~~Wills~~the ~~held~~Securities ~~senior executive~~ and ~~product~~Exchange ~~leadership~~Commission ~~roles~~(the in“SEC”) and the ~~technology~~Company’s ~~industry.~~Bylaws, ~~Ms.~~any ~~Wills~~stockholder ~~served~~proposal asintended ~~Vice~~to ~~President~~be ofconsidered ~~Marketing~~ for ~~eBusiness~~inclusion ~~Infrastructure~~in ~~Products~~the atCompany’s ~~Macromedia,~~proxy ~~Inc.,~~materials ~~where~~for ~~she~~the ~~directed~~2025 ~~global~~Annual ~~teams~~Meeting inmust ~~product~~have ~~management~~been ~~and~~delivered ~~marketing~~to, ~~successfully~~or ~~launching~~mailed ~~enterprise-class~~to ~~products into international markets~~ and ~~aligning~~received ~~product~~at, ~~strategy~~the ~~with~~Company’s ~~high-growth~~principal ~~segments.~~executive ~~Ms.~~offices ~~Wills~~located ~~was~~at ~~also~~5430 ~~employed~~LBJ byFreeway, ~~National~~Suite ~~Semiconductor~~1485, ~~Corporation~~Dallas, ~~where~~Texas ~~she~~75240, ~~directed~~Attention: ~~worldwide~~Secretary, ~~software~~on ~~product~~or ~~lines,~~before ~~launched~~ the ~~first~~close ~~Microsoft-compatible~~of ~~DVD~~business ~~software~~on ~~product~~October 10, ~~and~~2025, ~~negotiated~~which ~~global~~represents ~~partnerships~~the date that ~~generated~~is ~~more~~120 ~~than~~days ~~$30~~prior ~~million~~to inFebruary ~~revenue.~~7, ~~Also~~2026, ~~Ms.~~the ~~Wills~~one-year ~~served~~anniversary ~~as Director~~ of ~~Broadcast~~the ~~Video~~2024 ~~Services~~Annual atMeeting ~~Pacific~~of ~~Bell~~the ~~where~~Stockholders. ~~she~~In ~~led~~addition ~~the~~to ~~launch~~complying ofwith ~~new~~this ~~digital~~deadline, ~~video~~stockholder ~~services~~proposals ~~and~~intended ~~managed~~to ~~large-scale~~be ~~cross-functional~~considered ~~product~~for ~~teams.~~inclusion ~~Ms.~~in ~~Wills~~the ~~earned~~Company’s ~~her~~proxy ~~Bachelor~~materials offor ~~Business~~the ~~Administration,~~2025 ~~cum~~Annual ~~laude,~~Meeting ~~with~~must analso ~~emphasis~~comply inwith ~~Management~~all ~~from~~applicable ~~the~~rules ~~University~~and ofregulations ~~Alaska.~~promulgated ~~Her~~by ~~appointment reflects~~ the ~~Company’s~~SEC ~~focus~~under onthe ~~scaling~~Securities ~~operations~~Exchange ~~and~~Act ~~expanding~~of ~~its~~1934, ~~educational~~as ~~platform to drive long-term shareholder value~~amended.

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.

Dated: September 5, 2025	Blackboxstocks Inc.
Dated: December 1, 2025	Blackboxstocks Inc.
	By:	/s/ Gust Kepler
		Gust Kepler President and Chief Executive Officer
		Gust Kepler
		President and Chief Executive Officer

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