Brown Brian Lee 4

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.