Form 4: VerifyMe CEO Stedham Reports RSU Vesting, Tax Withholding
Insider Transaction Report
VerifyMe, Inc. CEO Adam H. Stedham reported the vesting of 18,750 restricted stock units and the subsequent withholding of 6,937 shares for tax obligations.
Summary
- Adam H. Stedham, CEO and President of VerifyMe, Inc., reported transactions related to his beneficial ownership.
- On January 1, 2026, 18,750 Restricted Stock Units (RSUs) vested and converted into common stock. These RSUs were granted as part of a salary reduction program, with the number determined by dividing the salary reduction amount by $1.60 per share.
- Concurrently, 6,937 shares of common stock were disposed of at a price of $0.6008 per share to cover tax withholding obligations arising from the RSU vesting.
- Following these transactions, Stedham directly beneficially owns 421,010 shares of VerifyMe, Inc. common stock.
- This total includes 28,592 vested RSUs that will become payable in common stock upon his separation from service as a director.
Sentiment
Score: 6
Explanation: The filing reports a routine compensation event (RSU vesting) for the CEO, which is generally positive for the executive. The subsequent tax withholding is a standard procedure. The presence of significant future performance-based RSU vesting indicates continued alignment of executive incentives with shareholder value creation, contributing to a moderately positive sentiment.
Positives
- 18,750 Restricted Stock Units (RSUs) vested, converting into common stock, indicating a realization of compensation for the CEO.
- The CEO continues to hold a significant number of shares and derivative securities, aligning his interests with shareholders.
Negatives
- 6,937 shares of common stock were withheld to cover tax obligations, reducing the net shares received from the RSU vesting.
Risks
- Future vesting of 550,000 RSUs is contingent on VerifyMe, Inc.'s common stock achieving specific price targets ($2.21, $2.94, $3.68) for 20 consecutive trading days on or after specified dates (June 19, 2024, June 19, 2025, June 19, 2027), posing a performance-based risk to the executive's full compensation realization.
Future Outlook
Adam H. Stedham holds additional Restricted Stock Units (RSUs) with future vesting schedules. 68,028 RSUs are set to vest on June 19, 2026. A further 550,000 RSUs are structured to vest in three tranches on or after June 19, 2024, June 19, 2025, and June 19, 2027, respectively, contingent upon VerifyMe, Inc.'s common stock achieving specific price targets of $2.21, $2.94, and $3.68 for 20 consecutive trading days.
Industry Context
This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of Restricted Stock Units and subsequent tax withholding. Such filings are standard disclosures for publicly traded companies and provide transparency into executive stock ownership and compensation realization, but do not typically reflect broader industry trends or competitive positioning.
Related Party Transactions
- The vesting of Restricted Stock Units (RSUs) and the holding of a Convertible Promissory Note represent compensation and financing arrangements between the company and its CEO, which are disclosed as part of executive compensation and insider holdings.
Stakeholder Impact
- Shareholders: The vesting and subsequent tax withholding of shares represent a minor dilution effect from RSU issuance and a standard compensation event. The performance-based vesting of future RSUs aligns management incentives with shareholder value growth.
- Employees: The filing pertains specifically to executive compensation and does not directly impact the broader employee base.
Next Steps
- Vesting of 68,028 Restricted Stock Units on June 19, 2026.
- Potential vesting of 150,000 shares from Tranche 1 RSUs on or after June 19, 2024, if stock price conditions are met.
- Potential vesting of 200,000 shares from Tranche 2 RSUs on or after June 19, 2025, if stock price conditions are met.
- Potential vesting of 200,000 shares from Tranche 3 RSUs on or after June 19, 2027, if stock price conditions are met.
- Expiration of the 8% Convertible Promissory Note due 2026 on August 25, 2026.
Key Dates
| Date | Description |
|---|---|
| 2023-08-25 | Issuance date of 8% Convertible Promissory Note due 2026. |
| 2024-06-19 | Earliest vesting date for Tranche 1 of 550,000 RSUs, contingent on stock price reaching $2.21 for 20 consecutive days. |
| 2025-06-19 | Earliest vesting date for Tranche 2 of 550,000 RSUs, contingent on stock price reaching $2.94 for 20 consecutive days. |
| 2026-01-01 | Vesting date for 18,750 Restricted Stock Units (RSUs) and the date of related common stock transactions. |
| 2026-01-05 | Signature date of the Form 4 filing by Adam Stedham. |
| 2026-06-19 | Vesting date for 68,028 Restricted Stock Units. |
| 2026-08-25 | Expiration date of 8% Convertible Promissory Note due 2026. |
| 2027-06-19 | Earliest vesting date for Tranche 3 of 550,000 RSUs, contingent on stock price reaching $3.68 for 20 consecutive days. |
Keywords
VerifyMe, VRME, Adam Stedham, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, CEO Compensation, Stock Ownership, Corporate Governance
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