Form 4: VirnetX Director Gary Feiner Receives 7,500 Restricted Stock Grant

VirnetX Holding Corp Director Gary Feiner has been granted 7,500 shares of common stock as restricted stock, aligning his interests with the company's long-term performance.

Summary

• VirnetX Holding Corp (VHC) Director Gary Feiner acquired 7,500 shares of common stock on June 12, 2025.
• The acquisition was a grant of restricted shares, with an acquisition price of $0 per share.
• Following this transaction, Gary Feiner beneficially owns a total of 18,749 shares of common stock.
• The 7,500 restricted shares are subject to vesting, which will occur on the earlier of the one-year anniversary of the grant date or the day prior to the Company's 2026 annual meeting of stockholders.
• Vesting is contingent upon Mr. Feiner's continuous status as a Service Provider, as defined in the Company's Amended and Restated 2013 Equity Incentive Plan.
• In the event of a Change in Control, all unvested restricted stock will vest immediately prior to the consummation of the transaction.

Sentiment

Score: 6

Explanation: The document reports a standard director equity grant, which is a neutral to slightly positive event as it aligns insider interests with shareholders, but does not indicate significant operational or financial news.

Positives

• The grant of restricted stock to Director Gary Feiner aligns his financial interests directly with the long-term performance and shareholder value creation of VirnetX Holding Corp.
• The inclusion of a Change in Control vesting clause provides an incentive for the director to support strategic transactions that could benefit shareholders.

Risks

• The vesting of the 7,500 restricted shares is contingent upon Gary Feiner's continuous service as a Service Provider, meaning forfeiture could occur if his service terminates prematurely.
• The value of the restricted stock is tied to the future market price of VirnetX common stock, exposing the director to market volatility.

Future Outlook

The grant of restricted stock to Director Gary Feiner indicates an expectation of his continued service to VirnetX Holding Corp through at least the one-year anniversary of the grant date or the 2026 annual meeting, aligning his future compensation with company performance.

Industry Context

This Form 4 filing represents a routine insider transaction, specifically a restricted stock grant, which is a common form of equity compensation for directors in publicly traded companies across various industries. It reflects standard corporate governance practices aimed at aligning director incentives with shareholder interests.

Comparison to Industry Standards

• The grant of restricted stock to a director is a standard practice for non-cash compensation in many publicly traded companies, comparable to practices at technology and intellectual property firms.
• The vesting schedule, tied to continued service and an accelerated vesting upon a change of control, is also a common feature in director equity compensation plans, similar to those observed in companies like Apple Inc. or Microsoft Corp. when compensating their non-employee directors, though the specific number of shares and valuation would differ based on company size and compensation philosophy.

Related Party Transactions

• The grant of 7,500 restricted shares to Director Gary Feiner constitutes a related party transaction as it involves compensation to a company insider.

Stakeholder Impact

• Shareholders: The restricted stock grant aligns the director's interests with shareholders, potentially encouraging decisions that enhance long-term shareholder value.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The restricted shares granted to Gary Feiner are expected to vest on the earlier of the one-year anniversary of the grant date (June 12, 2026) or the day prior to the Company's 2026 annual meeting of stockholders, provided continuous service.

Key Dates

Keywords

VirnetX Holding Corp, VHC, SEC Form 4, Insider Transaction, Restricted Stock, Director Compensation, Equity Grant, Corporate Governance