Asure Software (ASUR) CFO gets 60,000-share award, uses stock for taxes

Rhea-AI Filing Summary

Asure Software Chief Financial Officer John F. Pence reported equity compensation and related tax-withholding transactions in company stock. On February 27, 2026, he acquired 60,000 shares of common stock as a grant/award, at a stated price of $0.0000 per share. Footnote disclosure states this reflects settlement of performance stock units granted on January 1, 2025, with 38.89% vesting on that date and the remainder vesting in equal monthly installments starting the following month. On the same day, Pence disposed of 5,682 shares at $7.76 per share, and on March 1, 2026 he disposed of 389 shares at $9.14 per share, both characterized as payment of tax liabilities by delivering shares. Following these transactions, his directly held common stock positions reported in the filing were around 300,000 shares.

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

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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^*

Pence John F

(Last) (First) (Middle)

C/O ASURE SOFTWARE, INC.

405 COLORADO STREET, SUITE 1800

(Street)

AUSTIN TX 78701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASURE SOFTWARE INC [ ASUR ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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
Asure Software, Inc. Common Stock ($0.01 par value)	02/27/2026		A		60,000(1)	A	$0	305,816	D
Asure Software, Inc. Common Stock ($0.01 par value)	02/27/2026		F		5,682(2)	D	$7.76	300,134	D
Asure Software, Inc. Common Stock ($0.01 par value)	03/01/2026		F		389(2)	D	$9.14	299,745	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. Represents the settlement of performance stock units awarded as payment for the achievement of performance metrics granted on January 1, 2025, of which 38.89% vest on the date hereof, with the remainder vesting in equal monthly installments beginning on the first day of the calendar month after the date hereof, as described in the Issuer's proxy statement for the 2025 annual meeting of shareholders.

2. These shares represent the payment of tax liability associated with the vesting of restricted stock units that were originally awarded as settlement of performance stock units on February 27, 2026.

Remarks:

	/s/ John Pence	03/03/2026
	** 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 insider transactions did ASURE SOFTWARE INC (ASUR) report for John F. Pence?

John F. Pence reported a grant of 60,000 Asure Software common shares and two dispositions totaling 5,682 and 389 shares. The dispositions were used to satisfy tax liabilities associated with vesting equity awards, rather than open-market sales for investment purposes.

Was the ASUR insider activity by CFO John F. Pence a stock purchase or sale?

The filing shows an equity grant and tax-withholding dispositions, not open-market buying or selling. Pence received 60,000 shares as an award and delivered 5,682 and 389 shares to cover tax obligations triggered by the vesting of performance-based restricted stock units.

How many Asure Software (ASUR) shares did the CFO receive in the latest award?

John F. Pence was awarded 60,000 shares of Asure Software common stock on February 27, 2026. Footnotes explain this award settled performance stock units granted January 1, 2025, with 38.89% vesting immediately and the remainder vesting in equal monthly installments thereafter.

Why did ASUR CFO John F. Pence dispose of Asure Software shares?

The dispositions were reported as payments of tax liability using shares, not discretionary sales. On February 27, 2026 and March 1, 2026, Pence delivered 5,682 and 389 shares respectively to satisfy taxes tied to vesting performance-based restricted stock unit awards.

At what prices were the ASUR tax-withholding share dispositions reported for the CFO?

The filing reports 5,682 Asure Software shares disposed at $7.76 each on February 27, 2026 and 389 shares at $9.14 each on March 1, 2026. Both transactions are described as share deliveries to cover associated tax obligations on vesting equity awards.

What vesting schedule applies to the 2025 performance stock units for ASUR’s CFO?

Footnotes state that 38.89% of the performance stock units granted January 1, 2025 vested on February 27, 2026. The remaining units vest in equal monthly installments beginning on the first day of the calendar month following that vesting date, according to the company’s proxy description.