What do the forfeited RSUs and performance share awards mean for David Moradi’s AudioEye (AEYE) holdings?

The Form 4 notes that certain restricted stock units and performance share awards were forfeited and cancelled. Those cancellations reduced potential future share deliveries, while his existing direct holdings remain 982,221 shares, plus additional indirect holdings through Sero Capital LLC.

AudioEye Inc (AEYE) chair reports RSU grant, forfeitures and tax withholding

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AudioEye Inc executive chairman David Moradi reported compensation-related equity changes in AudioEye Inc. common stock. On May 4, 2026, he received a grant of 58,000 shares of common stock, increasing his direct holdings to 982,221 shares. The filing also shows dispositions to the issuer of 50,000 shares and 109,590 shares, described in the footnotes as forfeited and cancelled RSUs and performance share awards. An additional 15,526 shares were withheld at $7.83 per share to cover taxes upon RSU vesting. Moradi also has 1,949,607 shares held indirectly through Sero Capital LLC, where he serves as managing partner and may direct voting and investment decisions.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Moradi David

Role EXECUTIVE CHAIRMAN AND CPO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	58,000	$0.00	--
Tax Withholding	Common Stock	15,526	$7.83	$122K
Disposition	Common Stock	109,590	$0.00	--
Disposition	Common Stock	50,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 982,221 shares (Direct, null); Common Stock — 1,949,607 shares (Indirect, Through Sero Capital LLC)

Footnotes (1)

Restricted stock units ("RSUs") that vest as follows: (a) 9,667 on June 30, 2026, (b) 14,500 on September 30, 2026, (c) 14,500 on December 31, 2026, (d) 14,500 on March 31, 2027, and (e) 4,833 on May 4, 2027. Represents shares withheld to cover withholding taxes upon the vesting of RSUs. Represents RSUs that were forfeited and cancelled. Represents performance share awards that were forfeited and cancelled. 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.

Key Figures

RSU grant: 58,000 shares Tax-withheld shares: 15,526 shares at $7.83 Forfeited RSUs: 50,000 shares +3 more

6 metrics

RSU grant 58,000 shares Common stock grant on May 4, 2026

Tax-withheld shares 15,526 shares at $7.83 Shares withheld to cover RSU vesting taxes

Forfeited RSUs 50,000 shares Disposition to issuer classified as forfeited and cancelled RSUs

Forfeited performance awards 109,590 shares Disposition to issuer classified as forfeited performance share awards

Direct holdings after transactions 982,221 shares Common stock directly held by David Moradi after May 4, 2026

Indirect holdings via Sero Capital 1,949,607 shares Common stock held through Sero Capital LLC

Key Terms

Restricted stock units ("RSUs"), performance share awards, tax-withholding disposition, Disposition to issuer, +1 more

5 terms

Restricted stock units ("RSUs") financial

"Restricted stock units ("RSUs") that vest as follows: (a) 9,667 on June 30, 2026..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the F-code transaction"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer" for D-code entries"

Sero Capital LLC financial

"Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital")."

Form 4 Insider Transactions: What Each Field Means →

05/06/2026 - 08:03 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

FLORIDA

33139

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	EXECUTIVE CHAIRMAN AND CPO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/04/2026		A		58,000⁽¹⁾	A	$0	982,221	D
Common Stock	05/04/2026		F		15,526⁽²⁾	D	$7.83	966,695	D
Common Stock	05/04/2026		D		109,590⁽³⁾	D	$0	857,105	D
Common Stock	05/04/2026		D		50,000⁽⁴⁾	D	$0	807,105	D
Common Stock								1,949,607	I	Through Sero Capital LLC⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock units ("RSUs") that vest as follows: (a) 9,667 on June 30, 2026, (b) 14,500 on September 30, 2026, (c) 14,500 on December 31, 2026, (d) 14,500 on March 31, 2027, and (e) 4,833 on May 4, 2027.

2. Represents shares withheld to cover withholding taxes upon the vesting of RSUs.

3. Represents RSUs that were forfeited and cancelled.

4. Represents performance share awards that were forfeited and cancelled.

5. 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	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did David Moradi report in AudioEye (AEYE) stock?

David Moradi reported mainly compensation-related changes in AudioEye common stock. He received 58,000 shares as a grant, had forfeitures of RSUs and performance awards back to the issuer, and had shares withheld to cover taxes on RSU vesting.

How many AudioEye (AEYE) shares does David Moradi hold directly after this Form 4?

After these transactions, David Moradi directly holds 982,221 shares of AudioEye common stock. This figure reflects the new 58,000-share grant, the forfeited RSUs and performance awards, and the shares withheld for tax obligations on vested RSUs.

What is the significance of the 15,526 AudioEye (AEYE) shares at $7.83 on this Form 4?

The 15,526 shares at $7.83 per share were withheld to cover taxes when Moradi’s restricted stock units vested. This F-code transaction is a tax-withholding disposition, not an open-market sale, and is a routine mechanism for satisfying tax liabilities on equity awards.

How many AudioEye (AEYE) shares are held through Sero Capital LLC for David Moradi?

The filing shows 1,949,607 AudioEye common shares held indirectly through Sero Capital LLC. David Moradi is the managing partner of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital regarding these securities.

When will David Moradi’s remaining AudioEye (AEYE) RSUs vest according to the filing?

The filing states that remaining RSUs vest in tranches: 9,667 on June 30, 2026; 14,500 on September 30, 2026; 14,500 on December 31, 2026; 14,500 on March 31, 2027; and 4,833 on May 4, 2027, subject to applicable conditions.