Form 4: Verb Tech CEO Cutaia Awarded 160K Performance RSUs

Verb Technology Company's Chairman, President, and CEO, Rory J. Cutaia, was granted 160,000 restricted stock units that vested immediately due to achieving significant revenue growth targets.

Summary

• Rory J. Cutaia, Chairman, President, and CEO of Verb Technology Company, Inc. (VERB), acquired 160,000 shares of common stock through restricted stock units (RSUs).
• The RSUs were granted on July 31, 2025, and vested immediately on the grant date.
• This grant was made under an "Extraordinary Performance Agreement" from October 31, 2024, based on the achievement of quarterly revenue-based performance metrics.
• Independent board members approved the issuance, citing "meaningful growth of revenue" attributed to Cutaia's strategies, which exceeded initial contemplations.
• Following this transaction, Cutaia beneficially owns a total of 487,725 shares of common stock, including various vested and unvested RSUs and common stock.

Sentiment

Score: 8

Explanation: The filing indicates strong performance by management leading to a significant RSU grant, suggesting positive operational momentum and achievement of strategic goals, which is a positive signal for the company's trajectory.

Positives

• The grant of 160,000 restricted stock units to the CEO indicates the achievement of "meaningful growth of revenue" and performance metrics, signaling strong operational execution.
• The RSUs vested immediately on the grant date, reflecting the board's confidence in the achieved performance and the value created.
• The "Extraordinary Performance Agreement" effectively incentivizes management for revenue growth, aligning executive compensation with company performance.

Negatives

• The RSUs were granted at a price of $0, which, while standard for RSU grants, represents potential dilution to existing shareholders.
• Specific revenue figures or growth percentages that triggered the RSU grant are not provided, making it difficult to quantify the exact extent of the "meaningful growth."

Future Outlook

No explicit forward-looking statements or guidance are provided beyond the achievement of past performance metrics.

Management Comments

• Independent board members determined that the issuance of the balance of the restricted stock units contemplated under the Extraordinary Performance Agreement was warranted given the meaningful growth of revenue attributed to the measures and strategies employed and executed by the recipients, well beyond what was reasonably contemplated at the time the Extraordinary Performance Agreement was adopted.

Industry Context

This Form 4 filing is a specific insider transaction report and does not provide broader industry context or trends.

Corporate Governance

Related Party Transactions

• Grant of 160,000 restricted stock units to Rory J. Cutaia, the Chairman, President, and CEO, under an "Extraordinary Performance Agreement" adopted by the board.

Stakeholder Impact

• Shareholders: Potential for minor dilution from the issuance of new shares, but also potential benefit from incentivized management driving significant revenue growth and value creation.
• Employees: May signal a performance-driven culture and the company's commitment to rewarding achievement of strategic goals.

Key Dates

Recommendation

The grant of 160,000 vested restricted stock units to the CEO, Rory J. Cutaia, is a direct result of the company achieving "meaningful growth of revenue" that exceeded prior expectations, as determined by independent board members. This indicates strong operational performance and effective execution of strategies by management, which is a positive signal for investors. While the filing is primarily a compensation disclosure, the underlying reason for the compensation points to a company that is meeting or exceeding its internal performance targets, suggesting a positive trajectory and potential for continued growth.

Keywords

VERB, Verb Technology Company, Rory J. Cutaia, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, CEO Compensation, Performance Agreement, Revenue Growth