Form 4: KORU Medical CEO Acquires Shares from 2024 Bonus

KORU Medical Systems President and CEO Linda M Tharby acquired 29,463 shares of common stock on October 16, 2025, as part of her 2024 annual bonus.

Summary

• Linda M Tharby, President and CEO of KORU Medical Systems, Inc. (KRMD), acquired 29,463 shares of common stock.
• The transaction occurred on October 16, 2025, at a price of $4.08 per share.
• These shares were issued as 30% of her earned 2024 annual bonus, with the remaining 70% paid in cash.
• Following this transaction, Ms. Tharby beneficially owns 1,052,626 shares of common stock.
• Her beneficial ownership includes 200,000 restricted stock awards vesting based on the company's market capitalization prior to March 15, 2027.
• It also includes 600,000 restricted stock awards vesting based on the company's net sales growth targets for fiscal years ended December 31, 2022, through December 31, 2025.

Sentiment

Score: 7

Explanation: The sentiment is positive due to the CEO acquiring shares, which aligns management's interests with shareholders and signals confidence. However, it's a bonus payment rather than a discretionary open-market purchase, which slightly moderates the signal compared to a pure 'buy' transaction.

Positives

• The CEO's acquisition of shares, even as part of a bonus, demonstrates continued alignment of management's interests with those of shareholders.
• Taking a portion of the bonus in stock indicates confidence in the company's future performance and value.

Risks

• A significant portion of the CEO's compensation (restricted stock awards) is tied to future performance metrics, specifically market capitalization and net sales growth targets, which introduces performance risk.
• Failure to meet the specified market capitalization target prior to March 15, 2027, could result in forfeiture of 200,000 restricted stock awards.
• Failure to achieve net sales growth targets for fiscal years 2022-2025 could result in forfeiture of 600,000 restricted stock awards.

Future Outlook

The vesting schedules for a significant portion of the CEO's restricted stock awards are tied to future market capitalization and net sales growth targets through fiscal year 2025 and prior to March 2027, indicating a focus on achieving these performance milestones.

Management Comments

• The transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

Insider transactions, such as this Form 4 filing, are closely watched by investors as they can signal management's confidence in the company's prospects. While this specific transaction is a bonus payment rather than an open-market purchase, the decision to accept shares as part of compensation is generally viewed positively, aligning executive incentives with shareholder value creation.

Related Party Transactions

• The issuance of 29,463 shares of common stock to Linda M Tharby, the President and CEO, as part of her 2024 annual bonus, constitutes a related party transaction between the company and its executive.

Stakeholder Impact

• Shareholders: The transaction aligns the CEO's financial interests with shareholder value, potentially fostering greater confidence in management's commitment to increasing stock value.
• Employees: The structure of executive compensation, including stock-based bonuses, can influence overall compensation philosophy and employee morale.

Next Steps

• Monitoring the company's progress towards market capitalization targets prior to March 15, 2027, for the vesting of 200,000 restricted stock awards.
• Monitoring the company's net sales growth for fiscal years 2022 through 2025 for the vesting of 600,000 restricted stock awards.

Key Dates

Recommendation

The CEO's acquisition of shares, even as a bonus component, is a positive signal indicating management's belief in the company's future prospects and commitment to shareholder value. This insider alignment, coupled with performance-based vesting for a substantial portion of her equity, suggests a strong incentive for future growth and could be seen as a 'buy' signal for investors.

Keywords

KORU Medical Systems, KRMD, Insider Transaction, Form 4, CEO Stock Acquisition, Executive Compensation, Common Stock, Restricted Stock Awards, Linda M Tharby