Aware (AWRE) director receives 44,118-share unrestricted stock award grant

Rhea-AI Filing Summary

Aware, Inc. director Brent P. Johnstone reported an equity award. He acquired an unrestricted stock award covering 44,118 shares under Aware’s 2023 Equity and Incentive Plan. The award was granted at a price of $0.00 per share as a stock-based compensation grant.

The shares will be issued in two equal installments of 22,059 shares on June 30, 2026 and December 31, 2026, provided he continues serving as a director, officer or employee of Aware or its subsidiaries on those dates. Following this report, he directly owns 271,653 shares of Aware common stock.

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^*

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)
02/23/2026

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
Common Stock								271,653	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
Unrestricted Stock Award	$0	02/23/2026		A		44,118		(1)	(1)	Common Stock	44,118	$0	44,118	D

Explanation of Responses:

1. Shares of unrestricted stock awarded to reporting person under 2023 Equity and Incentive Plan of Aware, Inc. The shares will be issued as follows; 22,059 shares on June 30, 2026, and 22,059 shares on December 31, 2026 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates.

	/s/ Brent P. Johnstone	02/25/2026
	** 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.

FAQ

What insider transaction did Aware (AWRE) report for Brent P. Johnstone?

Aware reported that director Brent P. Johnstone received an unrestricted stock award covering 44,118 shares. The award was granted at $0.00 per share as equity compensation under the 2023 Equity and Incentive Plan, rather than a market purchase or sale.

How will Brent P. Johnstone’s 44,118-share award from Aware (AWRE) vest and be issued?

The 44,118-share unrestricted stock award will be issued in two equal tranches of 22,059 shares on June 30, 2026 and December 31, 2026. Each issuance requires that Johnstone still be serving Aware or a subsidiary on the respective date.

Is Brent P. Johnstone’s Aware (AWRE) stock award a purchase or a grant?

It is a grant, not a purchase. The Form 4 shows transaction code “A,” described as a grant, award or other acquisition, with a transaction price of $0.00 per share, indicating equity-based compensation rather than an open-market transaction.

How many Aware (AWRE) shares does Brent P. Johnstone own after this Form 4 filing?

After the reported transactions, Brent P. Johnstone directly owns 271,653 shares of Aware common stock. This figure reflects his direct holdings as of the transaction date disclosed, including the effect of the newly reported stock award.

What plan governs Brent P. Johnstone’s new Aware (AWRE) stock award?

The award was granted under Aware, Inc.’s 2023 Equity and Incentive Plan. This plan provides for equity-based compensation, and the unrestricted stock award is subject to continued service conditions through June 30, 2026 and December 31, 2026 for share issuance.

What service condition applies to Brent P. Johnstone’s Aware (AWRE) stock award?

To receive each tranche of 22,059 shares, Johnstone must be serving as a director, officer or employee of Aware or any subsidiary on June 30, 2026 and December 31, 2026. Failure to meet these conditions could affect issuance of the related shares.