Brown Brian Lee 4
4 · Co-Diagnostics, Inc. · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Co-Diagnostics (CODX) CFO Brian Brown Sells Shares (Sell-to-Cover)
What Happened Brian Lee Brown, Chief Financial Officer of Co-Diagnostics, reported that on May 23, 2026 he had 3,750 restricted stock units convert/exercise into common shares (reported as a grant/acquisition and a conversion of a derivative at $0.00). Concurrently, 1,350 of those shares were disposed to the issuer at $5.07 per share, generating $6,845. The sale was a mandatory "sell-to-cover" to satisfy tax withholding obligations tied to the vesting/conversion.
Key Details
- Transaction date: May 23, 2026.
- Items reported:
- Acquisition/award: 3,750 shares @ $0.00.
- Conversion/exercise of derivative: 3,750 shares @ $0.00 (reported as a derivative disposition event).
- Disposition to issuer (sell-to-cover): 1,350 shares @ $5.07, proceeds $6,845.
- Shares owned after the transaction: not specified in the filing.
- Footnotes:
- F1: The RSUs are part of multiple awards (May 15, 2023; Apr 26, 2024; Aug 13, 2025) that vest in six equal installments every six months beginning Nov 23 of the listed years.
- F2: The 1,350-share sale was required by the issuer to satisfy tax withholding on RSU vesting and was not a discretionary open-market sale by the reporting person.
- Filing: Form 4 filed May 27, 2026 (transaction reported with the filing dated four days after the transactions).
Context
- This filing reflects a routine vesting/conversion of restricted stock units and a mandatory sell-to-cover for taxes, not an independent market sell intended to realize gains. For derivative entries: the "M" code indicates conversion/exercise of a derivative security (here, RSUs converting to common shares). Such tax-withholding sales are common after vesting and do not necessarily signal insider sentiment about the company's stock.
Insider Transaction Report
Form 4
Brown Brian Lee
Chief Financial Officer
Transactions
- Award
Common Stock
[F1]2026-05-23+3,750→ 23,729 total - Disposition to Issuer
Common Stock
[F2]2026-05-23$5.07/sh−1,350$6,845→ 22,379 total - Exercise/Conversion
Restricted Stock Unit
[F1]2026-05-23−3,750→ 7,500 totalExercise: $0.00→ Common Stock (11,250 underlying)
Footnotes (2)
- [F1]Included in 7,500 restricted stock units awarded to the Reporting Person on May 15, 2023, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2023. Included in 7,500 restricted stock units awarded to the Reporting Person on April 26, 2024, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2024. Included in 7,500 restricted stock units awarded to the Reporting Person on August 13, 2025, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2025.
- [F2]Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSU's. This sale is mandated by the Issuer's election, under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
Signature
/s/ Brian L. Brown|2026-05-27