Georgevich Kelly 4

What Happened

Georgevich Kelly, CEO, CFO, Secretary and a director of AudioEye, was granted equity on May 4, 2026: 50,000 restricted stock units (RSUs) and a separate grant of 2,264 shares (total 52,264 shares acquired at $0.00). To cover withholding taxes related to the awards/vests, 552 shares and 5,964 shares were surrendered at an effective price of $7.83 (total tax withholding value ≈ $51,020). In addition, 18,079 RSUs were forfeited/cancelled (disposed to the issuer) on the same date. These transactions are equity compensation actions (awards and tax-withholding), not open-market purchases or sales.

Key Details

• Transaction date: 2026-05-04; Form 4 filed 2026-05-06 (filed timely).
• Grants: 50,000 RSUs and 2,264 shares acquired at $0.00.
• Withholding/tax dispositions: 552 shares @ $7.83 = $4,322 and 5,964 shares @ $7.83 = $46,698 (total ≈ $51,020).
• Forfeiture: 18,079 RSUs disposed to the issuer at $0.00 (cancelled).
• Shares owned after transaction: Not disclosed on this Form 4.
• Footnotes of note:
  • Vesting schedule for the 50,000 RSUs: 8,333 on 6/30/2026; 12,500 on 9/30/2026; 12,500 on 12/31/2026; 12,500 on 3/31/2027; 4,167 on 5/4/2027.
  • Specific entries represent shares withheld to cover taxes on the 2,264 grant and on RSU vesting; one entry represents RSUs forfeited/cancelled.

Context

RSU grants are common executive compensation and do not necessarily signal buying or selling intent. The withheld shares are a cashless-type settlement to meet tax obligations when awards are granted or vest. The forfeited RSUs simply reduce the total future shares the insider will receive. This filing documents internal compensation mechanics rather than an open-market trade.