Form 4: VerifyMe CEO Adam Stedham Reports Vesting and Tax-Related Share Disposition

VerifyMe, Inc. CEO and President Adam H. Stedham reported the vesting of 68,027 restricted stock units and the subsequent sale of 26,178 shares to cover tax obligations, resulting in a net increase in directly held common stock.

Summary

• Adam H. Stedham, CEO and President of VerifyMe, Inc., reported transactions on June 19, 2025, related to his equity holdings.
• 68,027 Restricted Stock Units (RSUs) vested and converted into common stock on a one-for-one basis.
• 26,178 shares of common stock were disposed of at a price of $0.758 per share to cover tax withholding obligations associated with the RSU vesting.
• Following these transactions, Mr. Stedham directly beneficially owns 409,197 shares of VerifyMe, Inc. common stock.
• This total includes 28,592 vested RSUs that are payable in common stock upon his separation from service as a director.
• He continues to hold 68,028 unvested RSUs from the same grant, with the balance scheduled to vest on June 19, 2026.
• An additional 18,750 RSUs, granted pursuant to the issuer's salary reduction program, are set to vest on January 1, 2026.
• Furthermore, Mr. Stedham holds 550,000 performance-based RSUs with vesting contingent on the company's stock price: 150,000 shares at $2.21 (on or after June 19, 2024), 200,000 shares at $2.94 (on or after June 19, 2025), and 200,000 shares at $3.68 (on June 19, 2027), each requiring 20 consecutive trading days at or above the specified price.
• He also holds an 8% Convertible Promissory Note due August 25, 2026, convertible into 152,174 shares of common stock at a price of $1.15 per share.

Sentiment

Score: 6

Explanation: The filing reflects routine insider transactions related to equity compensation. The vesting of RSUs is positive as it indicates achievement of prior compensation goals, and the subsequent tax-related sale is a standard procedure. The continued significant beneficial ownership and performance-based incentives are generally viewed favorably as they align management's interests with shareholders, suggesting a moderately positive sentiment regarding management's commitment and future potential.

Positives

• The vesting of 68,027 Restricted Stock Units indicates the achievement of performance or time-based milestones for executive compensation.
• The CEO and President, Adam H. Stedham, maintains significant beneficial ownership, totaling 409,197 shares of common stock directly, plus substantial unvested RSUs and a convertible note, which aligns management's interests with those of shareholders.
• The presence of 550,000 performance-based RSUs tied to specific stock price targets ($2.21, $2.94, $3.68) provides a strong incentive for management to drive share price appreciation.

Negatives

• 26,178 shares were disposed of to cover tax withholding obligations, which, while a common practice, represents a reduction in the direct shareholding.

Future Outlook

The document indicates future vesting events for Adam H. Stedham's Restricted Stock Units, with specific dates ranging from January 1, 2026, to June 19, 2027. A significant portion of these future vestings (550,000 shares) are performance-based, contingent on VerifyMe, Inc.'s common stock achieving specific price targets ($2.21, $2.94, and $3.68) for 20 consecutive trading days.

Industry Context

This SEC Form 4 filing details routine insider transactions related to executive compensation, which is a common practice across various industries. It does not provide information for broader industry trend analysis.

Related Party Transactions

• The Restricted Stock Units (RSUs) granted to Adam H. Stedham, as CEO and President, represent equity compensation from VerifyMe, Inc., which is a related party transaction common in executive compensation.

Stakeholder Impact

• **Shareholders:** The vesting of RSUs and the subsequent tax-related sale by the CEO provide transparency into insider ownership changes. The significant remaining beneficial ownership, including performance-based RSUs, aligns management's incentives with shareholder value creation.
• **Employees:** The RSU grants and vesting indicate the company's use of equity compensation, which can be a positive for employee retention and motivation, especially for key executives.

Next Steps

• Vesting of 68,028 remaining Restricted Stock Units on June 19, 2026.
• Vesting of 18,750 Restricted Stock Units on January 1, 2026.
• Potential vesting of 150,000 performance-based RSUs on or after June 19, 2024, if VerifyMe's stock price reaches $2.21 for 20 consecutive days.
• Potential vesting of 200,000 performance-based RSUs on or after June 19, 2025, if VerifyMe's stock price reaches $2.94 for 20 consecutive days.
• Potential vesting of 200,000 performance-based RSUs on June 19, 2027, if VerifyMe's stock price reaches $3.68 for 20 consecutive days.
• Maturity of the 8% Convertible Promissory Note on August 25, 2026.

Key Dates

Keywords

VerifyMe Inc., VRME, SEC Form 4, Insider Trading, Stock Transaction, Restricted Stock Units, RSU Vesting, Adam H. Stedham, CEO Stock, Officer Stock Ownership, Director Stock Ownership, Convertible Note