Form 4: VerifyMe Director Acquires 35,000 RSUs

VerifyMe, Inc. Director David Edmonds reported the acquisition of 35,000 restricted stock units and beneficial ownership of 119,662 common shares.

Summary

• David Edmonds, a Director of VerifyMe, Inc. (VRME), reported changes in his beneficial ownership.
• He acquired 35,000 Restricted Stock Units (RSUs) on October 9, 2025, under the VerifyMe, Inc. 2020 Equity Incentive Plan.
• These RSUs convert into common stock on a one-for-one basis, will vest on the first anniversary of the grant date, and become payable upon his separation from service with the issuer.
• Following this transaction, Edmonds directly beneficially owns 35,000 derivative securities (RSUs).
• He also directly beneficially owns 119,662 shares of common stock, which includes 50,217 vested restricted stock units that are payable upon his separation from service.

Sentiment

Score: 7

Explanation: The acquisition of restricted stock units by a director generally indicates alignment of interests with shareholders and confidence in the company's future, although the shares are not immediately liquid.

Positives

• Director David Edmonds acquired 35,000 Restricted Stock Units, aligning his interests with shareholders.
• The RSUs are granted under the company's 2020 Equity Incentive Plan, indicating ongoing incentive alignment for management.

Risks

• The 35,000 Restricted Stock Units are subject to a vesting schedule (first anniversary of grant date) and are only payable upon the reporting person's separation from service, meaning the actual shares are not immediately available.
• 50,217 vested restricted stock units included in the common stock total are also payable only upon separation from service, delaying their conversion to freely tradable shares.

Future Outlook

The acquired Restricted Stock Units will vest on the first anniversary of the grant date and become payable upon the reporting person's separation from service with the issuer.

Industry Context

NA

Corporate Governance

Related Party Transactions

• The grant of 35,000 Restricted Stock Units to Director David Edmonds under the VerifyMe, Inc. 2020 Equity Incentive Plan is a related party transaction.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders through equity ownership.
• Management/Employees: Reinforces the company's use of equity incentive plans to motivate and retain key personnel.

Next Steps

• The 35,000 Restricted Stock Units will vest on the first anniversary of the grant date.
• Both the newly acquired and previously held vested RSUs will become payable upon David Edmonds' separation from service with VerifyMe, Inc.

Key Dates

Recommendation

The filing details a routine grant of restricted stock units to a director, which aligns management incentives with shareholder interests. However, it does not provide sufficient new financial or strategic information to alter a fundamental investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

VRME, VerifyMe, Inc., David Edmonds, Director, Form 4, Insider Transaction, Restricted Stock Units, RSU, Equity Incentive Plan, Beneficial Ownership