Aware Inc. insider boosts stake to 244k shares in Form 4 filing

Rhea-AI Filing Summary

Aware Inc. (AWRE) filed a Form 4 indicating that director Brent P. Johnstone increased his direct ownership of the company’s common stock.

• Transaction date: 07/01/2025
• Transaction code: M (option exercise)
• Shares acquired: 27,349 at an exercise price of $0.00
• Total shares now held directly: 244,304
• No shares were sold; Table II shows no remaining derivative positions.

The filing, signed on 07/02/2025, reflects a routine option exercise and modest increase in insider ownership. No other material events, earnings data, or derivative transactions were disclosed.

Positive

• Director Brent P. Johnstone increased his direct ownership by 27,349 shares, signaling continued engagement with AWRE.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine option exercise; modest increase in insider stake—market impact neutral.

The Code M transaction indicates Mr. Johnstone converted previously granted options or restricted units into 27,349 common shares at no cost, lifting his directly held position to 244,304 shares. Because the shares were not purchased on the open market, the signal is weaker than a cash purchase and is generally viewed as administrative. There is no evidence of selling pressure or hedging, so dilution is negligible. Given AWRE’s micro-cap status, the absolute share count is small relative to float and should not materially affect valuation or liquidity.

Corporate Governance Expert

TL;DR: Filing confirms compliance; ownership aligns director incentives with shareholders.

The timely submission of Form 4 within two business days demonstrates adherence to SEC Section 16 reporting standards. An increased equity stake marginally strengthens alignment between the director and other shareholders, a governance positive. However, the lack of open-market buying or accompanying strategic disclosures limits its significance. Overall, this is a standard administrative event with low governance risk and limited strategic insight.

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^*

Johnstone Brent P

(Last) (First) (Middle)

C/O AWARE, INC.

76 BLANCHARD ROAD

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AWARE INC /MA/ [ AWRE ]

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)
07/01/2025

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	07/01/2025		M		27,349	A	$0	244,304	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:

	/S/ Brent P. Johnstone	07/02/2025
	** 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 insider activity did AWRE disclose in the July 2025 Form 4?

Director Brent P. Johnstone exercised options and acquired 27,349 shares of common stock on 07/01/2025.

How many AWRE shares does Brent Johnstone own after the transaction?

His direct holdings increased to 244,304 shares following the option exercise.

Did the filing report any AWRE stock sales by the director?

No. The Form 4 shows no sales; all shares were acquired.

What does transaction code "M" mean in the AWRE Form 4?

Code M denotes an option or derivative security exercise converting into common shares.

When was the AWRE Form 4 signed and submitted?

The filing was signed by Brent Johnstone on 07/02/2025.