VerifyMe, Inc.·4

Jan 5, 4:32 PM ET

Stedham Adam H 4

4 · VerifyMe, Inc. · Filed Jan 5, 2026

Insider Transaction Report

Form 4
Period: 2026-01-01
Stedham Adam H
DirectorCEO and President
Transactions
  • Exercise/Conversion

    Common Stock, par value $0.001 per share

    2026-01-01$1.60/sh+18,750$30,000427,947 total
  • Tax Payment

    Common Stock, par value $0.001 per share

    2026-01-01$0.60/sh6,937$4,168421,010 total
  • Exercise/Conversion

    Restricted Stock Units

    2026-01-01$1.60/sh18,750$30,0000 total
    Exercise: $0.00Common Stock, par value $0.001 per share (18,750 underlying)
Holdings
  • Restricted Stock Units

    Exercise: $0.00Common Stock, par value $0.001 per share (68,028 underlying)
    68,028
  • Restricted Stock Units

    Exercise: $0.00Common Stock, par value $0.001 per share (550,000 underlying)
    550,000
  • 8% Convertible Promissory Note due 2026

    Exercise: $1.15From: 2023-08-25Exp: 2026-08-25Common Stock, par value $0.001 per share (152,174 underlying)
Footnotes (5)
  • [F1]These restricted stock units, which convert into common stock on a one-for-one basis (the "RSUs"), were granted pursuant to the issuer's salary reduction program, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60, and vested on 1/1/2026.
  • [F2]Includes 28,592 vested RSUs that become payable, on a one-for-one basis, in shares of common stock of VerifyMe, Inc. upon separation of the Reporting Person's service as a director.
  • [F3]Shares withheld to cover tax withholding obligations on the vesting of RSUs.
  • [F4]These RSUs will vest on 6/19/2026.
  • [F5]These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after 6/19/2024 if the price of the issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after 6/19/2025 if the issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on 6/19/2027 if the issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.

Documents

1 file
  • 4
    form4.xmlPrimary

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES