Form 4: VerifyMe VP-Ops Volk Reports RSU Vesting & Tax Withholding

VerifyMe, Inc. VP-Ops, Fred Volk III, reported the vesting of 13,334 restricted stock units and the subsequent withholding of 5,305 shares for tax obligations.

Summary

• Fred Volk III, VP-Ops of PeriShip Global LLC (a VerifyMe, Inc. subsidiary), reported transactions related to his beneficial ownership in VerifyMe, Inc. (VRME).
• On November 2, 2025, 13,334 restricted stock units (RSUs) vested and converted into common stock on a one-for-one basis.
• Concurrently, 5,305 shares were disposed of (withheld) to cover tax withholding obligations at a price of $0.9858 per share.
• Following these transactions, Fred Volk III directly beneficially owns 64,809 shares of VerifyMe, Inc. common stock.
• An additional 12,500 RSUs are scheduled to vest on January 1, 2026.
• A further 75,000 RSUs are subject to performance-based vesting in three tranches, contingent on continued employment and the company's common stock price reaching specific thresholds ($2.21, $2.94, $3.68) for 20 consecutive trading days prior to June 18, 2027.

Sentiment

Score: 6

Explanation: The filing reports a routine compensation event (RSU vesting) and tax withholding. The presence of performance-based RSUs with future stock price targets is a positive incentive structure, slightly elevating the sentiment from neutral.

Positives

• The vesting of 13,334 restricted stock units represents a successful compensation event for the executive, aligning their interests with shareholder value.
• The existence of performance-based RSUs (75,000 shares) incentivizes management to achieve specific stock price targets, potentially driving future shareholder returns.

Negatives

• 5,305 shares were withheld to cover tax obligations, resulting in a reduction of the executive's direct beneficial ownership post-vesting.

Risks

• The vesting of 75,000 restricted stock units is contingent on VerifyMe's common stock price reaching specific thresholds ($2.21, $2.94, $3.68) for 20 consecutive trading days prior to June 18, 2027, and continued employment. Failure to meet these market performance conditions or maintain employment would result in forfeiture of these shares.

Future Outlook

The company has structured a significant portion of executive compensation (75,000 RSUs) to be performance-based, contingent on achieving specific stock price targets of $2.21, $2.94, and $3.68 per share by June 18, 2027. This indicates a strategic focus on driving share price appreciation.

Industry Context

This Form 4 filing details a routine insider transaction involving the vesting of restricted stock units and subsequent tax withholding. Such compensation structures are common across various industries to incentivize and retain key executives, aligning their financial interests with the long-term performance of the company's stock.

Management Changes

Stakeholder Impact

• Shareholders: Minor dilution from the conversion of RSUs into common stock, but also potential alignment of executive incentives with stock price appreciation due to performance-based awards.
• Employees (specifically Fred Volk III): Receipt of vested shares as compensation and future incentive through performance-based RSUs.

Next Steps

• Monitoring the vesting of 12,500 restricted stock units on January 1, 2026.
• Tracking VerifyMe's stock price performance against the $2.21, $2.94, and $3.68 thresholds for the vesting of 75,000 performance-based RSUs by June 18, 2027.

Key Dates

Keywords

VerifyMe, VRME, Fred Volk III, Restricted Stock Units, RSU vesting, Insider transaction, Form 4, Executive compensation, Stock ownership, Performance-based equity