[Form 4] AUDIOEYE INC Insider Trading Activity

Rhea-AI Filing Summary

James B. Hawkins, a Director of AudioEye, Inc. (AEYE), reported a transaction dated 10/01/2025 acquiring 667 restricted stock units (RSUs) at $0 under the AudioEye, Inc. 2020 Equity Incentive Plan. The RSUs vested on the grant date and will be settled no later than the earlier of the third anniversary of the grant, immediately prior to a change in control (but within 90 days thereafter), or by the end of the calendar year following the year of death. Following this grant, Mr. Hawkins beneficially owns 146,850 shares. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• Director acquired 667 RSUs indicating continued alignment with shareholders
• RSUs vested on grant date, providing immediate ownership interest
• Beneficial ownership total of 146,850 shares is disclosed transparently

Negative

• None.

Insights

Corporate Governance Analyst

Director received 667 vested RSUs; ownership at 146,850 shares.

The filing shows a routine equity grant under the company’s 2020 Equity Incentive Plan where the RSUs vested immediately. Immediate vesting can indicate standard director compensation or a scheduled grant rather than a performance contingency.

The settlement terms—settlement by the earlier of the third anniversary, a change in control (with a 90‑day cap), or the year following death—are disclosed and limit long‑dated settlement uncertainty.

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
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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^*

HAWKINS JAMES B

(Last) (First) (Middle)

C/O AUDIOEYE, INC.

5210 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		667(1)	A	$0	146,850	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 transaction did James B. Hawkins report on Form 4 for AEYE?

He reported acquiring 667 restricted stock units (RSUs) on 10/01/2025 at a $0 price.

How many AEYE shares does James B. Hawkins beneficially own after the transaction?

The Form 4 reports 146,850 shares beneficially owned following the reported transaction.

When will the RSUs be settled according to the filing?

RSUs will be settled 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 by the end of the calendar year following the year of death.

Under which plan were the RSUs granted?

The RSUs were granted under the AudioEye, Inc. 2020 Equity Incentive Plan.

Who signed the Form 4 and when was it signed?

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