Form 4: VerifyMe Executive Chairman's Equity Holdings Update

VerifyMe, Inc. Executive Chairman Scott N. Greenberg reports an update to his beneficial ownership, including new restricted stock unit grants and existing derivative holdings.

Summary

• Scott N. Greenberg, Executive Chairman and Director of VerifyMe, Inc. (VRME), filed a Form 4 disclosing his beneficial ownership.
• He directly owns 74,011 shares of common stock, which includes 68,310 vested restricted stock units (RSUs) payable upon his separation from service as a director.
• He indirectly owns 175,561 shares of common stock through the Scott Greenberg Revocable Trust.
• On October 9, 2025, Greenberg was granted 35,000 restricted stock units under the VerifyMe, Inc. 2020 Equity Incentive Plan, which will vest on the first anniversary of the grant date and become payable upon his separation from service.
• He holds 56,819 additional restricted stock units with performance-based vesting conditions: Tranche 1 (half) vests on March 15, 2025 (or March 15, 2026) if the common stock trades at or above $2.75 for 20 consecutive days; Tranche 2 (other half) vests on March 15, 2025 (or March 15, 2026) if the common stock trades at or above $3.75 for 20 consecutive days.
• Greenberg also holds a warrant to buy 15,552 shares of common stock at an exercise price of $3.215, expiring on October 14, 2027.
• He holds an 8% Convertible Promissory Note due August 25, 2026, convertible into 43,478 shares of common stock at a conversion price of $1.15.

Sentiment

Score: 5

Explanation: A routine insider ownership disclosure, neither inherently positive nor negative for company performance. The equity grants align management incentives with shareholder value.

Positives

• The grant of 35,000 restricted stock units aligns management's interests with long-term shareholder value creation.
• Performance-based vesting conditions for 56,819 RSUs incentivize the Executive Chairman to drive stock price appreciation.

Risks

• The vesting of 56,819 restricted stock units is contingent on specific stock price targets ($2.75 and $3.75) being met for 20 consecutive trading days by March 15, 2025, or March 15, 2026, introducing performance risk for the executive's compensation.
• The value of the warrant and convertible note is subject to the future performance of VerifyMe's common stock.

Future Outlook

The filing indicates future vesting events for restricted stock units, with some contingent on VerifyMe's common stock achieving specific price targets ($2.75 and $3.75) by March 2025 or March 2026. The 35,000 RSUs granted on October 9, 2025, will vest on their first anniversary. The warrant and convertible note also represent future potential equity conversions.

Industry Context

This Form 4 filing is a standard regulatory disclosure for insiders of publicly traded companies, providing transparency into changes in their beneficial ownership. It reflects a common practice of executive compensation through equity grants, aligning management incentives with shareholder returns.

Stakeholder Impact

• Shareholders gain transparency regarding the Executive Chairman's equity holdings and compensation structure.
• The performance-based vesting of RSUs could incentivize management to focus on increasing the company's stock price, potentially benefiting shareholders.

Next Steps

• Vesting of 35,000 restricted stock units on October 9, 2026.
• Potential vesting of 56,819 performance-based restricted stock units on March 15, 2025, or March 15, 2026, if stock price targets are met.
• Potential exercise of warrant by October 14, 2027.
• Potential conversion of 8% Convertible Promissory Note by its due date of August 25, 2026.

Key Dates

Keywords

VerifyMe, VRME, Scott Greenberg, Form 4, insider ownership, restricted stock units, executive compensation, warrants, convertible note, beneficial ownership