[Form 4] AUDIOEYE INC Insider Trading Activity

Rhea-AI Filing Summary

Katherine E. Fleming, a Director of AudioEye, Inc. (AEYE), reported a non‑derivative transaction on 10/01/2025 showing receipt of 867 restricted stock units (RSUs) granted under the 2020 Equity Incentive Plan. The RSUs are reported with a transaction code indicating a grant (Code A) and a reported price of $0. Following the grant, Ms. Fleming beneficially owns 33,794 shares. The RSUs vested on the grant date and will be settled upon the earlier of the third anniversary of the grant, immediately prior to closing of a change in control (but no later than 90 days after such change), or in the calendar year following death (with payment by year‑end). The Form 4 was signed by an attorney‑in‑fact on 10/03/2025.

Positive

• 867 RSUs granted to Director Katherine E. Fleming, indicating board alignment with equity incentives
• RSUs vested on grant date, providing immediate alignment of director equity interests
• Beneficial ownership increased to 33,794 shares, disclosed clearly

Negative

• None.

Insights

Corporate Governance Expert

Director received time‑based RSUs that vested immediately and will settle under defined conditions.

The filing shows a one‑time grant of 867 RSUs to Director Katherine E. Fleming that vested on the grant date, which is explicit in the explanation. Immediate vesting of RSUs is a concrete governance event tied to compensation policy rather than performance metrics.

This matters because immediate vesting changes the timing of potential dilution and aligns the director's equity stake—now 33,794 shares beneficially owned—with ownership disclosure rules. The settlement timing provisions (third anniversary or change in control conditions) are contractual and limit when shares transfer.

Compensation & Equity Expert

RSU grant is non‑cash compensation with clear settlement and vesting terms.

The RSUs were granted under the 2020 Equity Incentive Plan and reported at $0, indicating restricted units rather than a cash purchase. The filing explicitly states settlement triggers: third anniversary, prior to a change in control (with a 90‑day cap), or the calendar year after death.

This is important for shareholders because the grant increases the director’s reported beneficial ownership to 33,794 shares and defines when those units convert to common stock for voting and economic purposes.

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).

1. Name and Address of Reporting Person^*

Fleming Katherine E.

(Last) (First) (Middle)

5210 E. WILLIAMS CIRCLE

SUITE 750

(Street)

TUCSON AZ 85711

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		867(1)	A	$0	33,794	D

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. The securities relate to a quarterly grant of restricted stock units ("RSUs") under the AudioEye, Inc. 2020 Equity Incentive Plan, which RSUs vested on the grant date and will be settled on the earlier of (i) the third anniversary of the grant date, (ii) immediately prior to the closing of a change in control, but in no case later than 90 days following the change in control, and (iii) the calendar year following the year of death, with payment being made in no case later than the end of the year following the year of death.

	/s/ Christine G. Long, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AudioEye (AEYE) report on Form 4 for Katherine E. Fleming?

The Form 4 reports a grant of 867 RSUs on 10/01/2025, vested on grant date, increasing her beneficial ownership to 33,794 shares.

When will the RSUs granted to Katherine Fleming be settled?

Settlement occurs on the earlier of the third anniversary of the grant, immediately prior to a change in control (but no later than 90 days after), or in the calendar year following death (paid by year‑end).

Were the RSUs granted to Fleming priced or purchased?

The transaction lists a price of $0, indicating these are restricted stock units granted as compensation, not purchased shares.

Under which plan were the RSUs granted?

The RSUs were granted under the AudioEye, Inc. 2020 Equity Incentive Plan as stated in the Form 4 explanation.

Who signed the Form 4 filing for Katherine Fleming?

The Form 4 was signed by Christine G. Long, Attorney‑in‑Fact on 10/03/2025.