AEYE CEO reports RSU grants and tax share withholding

AUDIOEYE INC CEO, CFO and Secretary Kelly Georgevich reported compensation-related share movements in Common Stock.

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Form Type

Rhea-AI Filing Summary

AUDIOEYE INC CEO, CFO and Secretary Kelly Georgevich reported compensation-related share movements in Common Stock. On May 4, 2026, she received awards totaling 52,264 shares, including a 50,000-share grant linked to restricted stock units that vest in tranches through May 4, 2027.

On the same date, 18,079 RSUs were forfeited and cancelled, and 6,516 shares were withheld to cover tax obligations related to the grant and vesting of RSUs at a reference price of $7.83 per share. After these transactions, she directly holds 172,650 shares of AudioEye common stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Georgevich Kelly

Role CEO, CFO AND SECRETARY

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	50,000	$0.00	$0.00
Grant/Award	Common Stock	2,264	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	552	$7.83	$4K
Exercise Price or Tax Liability	Common Stock	5,964	$7.83	$47K
Disposition	Common Stock	18,079	$0.00	$0.00

Holdings After Transaction: Common Stock — 172,650 shares (Direct)

Footnotes (4)

F1. Restricted stock units ("RSUs") that vest as follows: (a) 8,333 on June 30, 2026, (b) 12,500 on September 30, 2026, (c) 12,500 on December 31, 2026, (d) 12,500 on March 31, 2027, and (e) 4,167 on May 4, 2027.
F2. Represents shares withheld to cover withholding taxes upon the grant of the 2,264 shares reported above.
F3. Represents shares withheld to cover withholding taxes upon the vesting of RSUs.
F4. Represents RSUs that were forfeited and cancelled.

Key Figures

Equity awards received: 52,264 shares RSUs forfeited and cancelled: 18,079 units Shares withheld for taxes: 6,516 shares +2 more

5 metrics

Equity awards received 52,264 shares Common Stock awards on May 4, 2026

RSUs forfeited and cancelled 18,079 units Disposition to issuer on May 4, 2026

Shares withheld for taxes 6,516 shares Tax-withholding dispositions at $7.83 per share

Post-transaction holdings 194,981 shares Direct holdings after all reported transactions

RSU vesting tranches 8,333 to 12,500 units Scheduled vesting dates from June 30, 2026 to March 31, 2027

Key Terms

Restricted stock units ("RSUs"), forfeited and cancelled, withheld to cover withholding taxes, Disposition to issuer, +1 more

5 terms

Restricted stock units ("RSUs") financial

"Restricted stock units ("RSUs") that vest as follows: (a) 8,333 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.

forfeited and cancelled financial

"Represents RSUs that were forfeited and cancelled."

withheld to cover withholding taxes financial

"Represents shares withheld to cover withholding taxes upon the grant of the 2,264 shares..."

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did AUDIOEYE INC (AEYE) report for Kelly Georgevich?

AUDIOEYE INC reported that Kelly Georgevich received 52,264 shares as equity awards and had 24,595 shares disposed through forfeiture and tax withholding. These were compensation and tax-related entries, not open-market purchases or sales of AEYE stock.

How many AUDIOEYE INC (AEYE) shares does Kelly Georgevich hold after this Form 4?

After the reported transactions, Kelly Georgevich directly holds 194,981 shares of AUDIOEYE INC common stock. This figure reflects the combination of new equity awards, forfeited restricted stock units, and shares withheld to cover tax obligations tied to those awards.

Were Kelly Georgevich’s AEYE transactions open-market buys or sells?

The filing shows no open-market buys or sells. Instead, it reports equity grants, a disposition to the issuer from forfeited restricted stock units, and shares withheld to cover tax liabilities. These are routine compensation and tax-related transactions rather than discretionary market trades.

What restricted stock unit (RSU) vesting schedule did AEYE disclose for Kelly Georgevich?

AEYE disclosed RSUs that vest in stages: 8,333 on June 30, 2026; 12,500 on September 30, 2026; 12,500 on December 31, 2026; 12,500 on March 31, 2027; and 4,167 on May 4, 2027. Each vesting event converts RSUs into shares if conditions are met.

Why were some of Kelly Georgevich’s AEYE shares withheld in this filing?

The filing states that 6,516 shares were withheld to cover tax obligations tied to equity compensation. Specifically, shares were withheld upon the grant of 2,264 shares and upon the vesting of RSUs, which is a standard mechanism for satisfying withholding tax requirements.

What does the forfeiture of RSUs mean for AEYE CEO Kelly Georgevich?

The Form 4 notes that 18,079 restricted stock units were forfeited and cancelled. This means those units will not convert into shares, reducing potential future share delivery from that specific award while leaving other granted and scheduled RSUs unaffected.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/06/2026 - 08:03 PM EDT

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^*

Georgevich Kelly

(Last)

(First)

(Middle)

C/O AUDIOEYE, INC.

5210 E. WILLIAMS CIRCLE, SUITE 750

(Street)

TUCSON

ARIZONA

85711

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, CFO AND SECRETARY

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		50,000⁽¹⁾	A	$0	194,981	D
Common Stock	05/04/2026		A		2,264	A	$0	197,245	D
Common Stock	05/04/2026		F		552⁽²⁾	D	$7.83	196,693	D
Common Stock	05/04/2026		F		5,964⁽³⁾	D	$7.83	190,729	D
Common Stock	05/04/2026		D		18,079⁽⁴⁾	D	$0	172,650	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)
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) 8,333 on June 30, 2026, (b) 12,500 on September 30, 2026, (c) 12,500 on December 31, 2026, (d) 12,500 on March 31, 2027, and (e) 4,167 on May 4, 2027.

2. Represents shares withheld to cover withholding taxes upon the grant of the 2,264 shares reported above.

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

4. Represents RSUs that were forfeited and cancelled.

	/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