AudioEye CEO discloses RSU tax-withholding and forfeiture of 50,000 performance shares

Rhea-AI Filing Summary

AudioEye, Inc. (AEYE) insider filing shows David Moradi, CEO, Director and 10% owner, reported transactions on 08/20/2025. He disposed of 25,532 shares withheld to cover tax obligations upon RSU vesting and a separate disposal of 50,000 shares representing forfeited performance share awards originally reported in 2020 because performance goals were not met. After these changes, Mr. Moradi directly beneficially owns 1,030,335 shares and indirectly owns 1,864,290 shares through Sero Capital LLC, where he is Managing Partner and may be deemed to direct voting and investment decisions.

Positive

• Continued significant ownership: Mr. Moradi retains substantial direct (1,030,335 shares) and indirect (1,864,290 shares) holdings
• Transparent disclosure: Filing clearly explains tax withholding on RSUs and forfeiture of performance awards

Negative

• Forfeiture of 50,000 performance shares: Indicates previously set performance goals were not met
• Reduction in direct holdings: 25,532 shares were disposed via withholding, lowering direct share count

Insights

Financial Analyst

TL;DR: CEO reported routine tax-withholding on vested RSUs and forfeiture of unmet performance shares; overall ownership remains sizable.

These transactions are administrative in nature: 25,532 shares were withheld to satisfy tax withholding on vested restricted stock units and 50,000 performance shares were forfeited due to unmet targets. The filings do not indicate open-market sales for cash proceeds; the withheld shares reduce direct holdings from prior levels to 1,030,335 shares. Indirect ownership via Sero Capital LLC remains materially large at 1,864,290 shares, and Mr. Moradi is identified as Managing Partner potentially controlling those decisions. This suggests continued significant alignment with the company’s equity profile.

Corporate Governance Expert

TL;DR: Transactions reflect executive compensation mechanics and a forfeiture tied to unmet performance metrics, not a discretionary sale.

The Form 4 documents withheld shares for tax purposes on RSU vesting and the forfeiture of prior performance awards because targets were not achieved. The filing discloses Mr. Moradi's dual roles as CEO and Director and his status as a 10% owner, plus indirect holdings through Sero Capital LLC where he is Managing Partner. From a governance perspective, the report is transparent about the nature of transfers and beneficial ownership; no new delegation or change in control is disclosed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moradi David

(Last) (First) (Middle)

119 WASHINGTON AVE.

SUITE 402

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AUDIOEYE INC [ AEYE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/20/2025		F		25,532(1)	D	$11.61	1,080,335	D
Common Stock	08/20/2025		D		50,000(2)	D	$0	1,030,335	D
Common Stock								1,864,290	I	Through Sero Capital LLC(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to cover tax withholding obligations upon the vesting of restricted stock units.

2. Represents the forfeiture of performance share awards that were originally reported on a Form 4 filed on August 24, 2020 due to the performance goals not being achieved.

3. Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Managing Partner of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital.

	/s/ Christine G. Long, Attorney-in-Fact	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did AEYE insider David Moradi report on 08/20/2025?

He reported two dispositions: 25,532 shares withheld to cover tax withholding on vested RSUs and forfeiture of 50,000 performance shares due to unmet goals.

How many AEYE shares does David Moradi own after the reported transactions?

Directly owns 1,030,335 shares and indirectly owns 1,864,290 shares through Sero Capital LLC, per the Form 4.

Were any open-market cash sales reported by the AEYE insider?

No open-market sale for cash proceeds is reported; the 25,532 shares were withheld for taxes and 50,000 were forfeited.

Why were 50,000 performance shares disposed of in the AEYE Form 4?

The 50,000 shares were forfeited because the performance goals tied to those awards were not achieved, per the filing explanation.

What is Sero Capital LLC’s role in Mr. Moradi’s beneficial ownership of AEYE?

Sero Capital LLC holds 1,864,290 AEYE shares; Mr. Moradi is Managing Partner and may be deemed to direct voting and investment decisions for those shares.