How will Brian D. Connolly’s 45,000-share award in AWARE INC (AWRE) vest and be issued?

The 45,000-share unrestricted stock award will be issued in two equal tranches of 22,500 shares on June 30, 2026 and December 31, 2026. Issuance on each date requires that Connolly is still serving the company or a subsidiary then.

Aware (AWRE) director Connolly granted 45,000-share equity award under plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Connolly Brian D reported acquisition or exercise transactions in this Form 4 filing.

AWARE INC /MA/ director Brian D. Connolly reported an award of 45,000 shares as an unrestricted stock award under the company’s 2023 Equity and Incentive Plan. According to the award terms, 22,500 shares are scheduled to be issued on June 30, 2026 and 22,500 shares on December 31, 2026, provided he is still serving as a director, officer or employee of Aware, Inc. or one of its subsidiaries on those dates. After this grant, his reported direct holdings of common stock total 244,455 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Connolly Brian D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Unrestricted Stock Award	45,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Unrestricted Stock Award — 45,000 shares (Direct); Common Stock — 244,455 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 06:08 PM

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^*

Connolly Brian D

(Last)

(First)

(Middle)

C/O AWARE, INC.

76 BLANCHARD ROAD

(Street)

BURLINGTON

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)
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								244,455	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)
Unrestricted Stock Award	$0	02/23/2026		A		45,000		⁽¹⁾	⁽¹⁾	Common Stock	45,000	$0	45,000	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; 22,500 shares on June 30, 2026, and 22,500 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/ Brian D. Connolly	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did AWARE INC (AWRE) report for Brian D. Connolly?

AWARE INC reported that director Brian D. Connolly received an award of 45,000 shares as unrestricted stock under the 2023 Equity and Incentive Plan. This reflects equity-based compensation rather than an open-market stock purchase or sale.

Is the AWARE INC (AWRE) Form 4 for Brian D. Connolly a stock purchase or a grant?

The Form 4 shows a grant of unrestricted stock, not a market purchase. Connolly was awarded 45,000 shares at a stated price of $0.00 per share as part of Aware, Inc.’s 2023 Equity and Incentive Plan.

What are Brian D. Connolly’s total reported AWARE INC (AWRE) holdings after this Form 4?

After the reported equity award, Brian D. Connolly’s direct holdings of AWARE INC common stock are 244,455 shares. This total reflects his position as reported in the Form 4 following the grant transaction on February 23, 2026.

What conditions apply to Brian D. Connolly’s stock award from AWARE INC (AWRE)?

The award requires continued service with Aware, Inc. or a subsidiary. To receive each 22,500-share tranche on June 30, 2026 and December 31, 2026, Connolly must be serving as a director, officer, or employee on the respective issuance dates.