Aware (AWRE) director receives 39,118-share equity award under 2023 plan

Rhea-AI Filing Summary

STAFFORD JOHN S III reported acquisition or exercise transactions in this Form 4 filing.

Aware, Inc. director John S. Stafford III received an unrestricted stock award covering 39,118 shares on February 23, 2026. The award was granted at no purchase price under Aware’s 2023 Equity and Incentive Plan.

According to the terms, 19,559 shares are scheduled to be issued on June 30, 2026 and another 19,559 shares on December 31, 2026, provided he is still serving as a director, officer, or employee of Aware or a subsidiary on those dates. Following this report, he directly held 5,105,200 shares of Aware common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider STAFFORD JOHN S III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Unrestricted Stock Award	39,118	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Unrestricted Stock Award — 39,118 shares (Direct); Common Stock — 5,105,200 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

STAFFORD JOHN S III

(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								5,105,200	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		39,118		(1)	(1)	Common Stock	39,118	$0	39,118	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; 19,559 shares on June 30, 2026, and 19,559 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/ John S. Stafford, III	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 John S. Stafford III?

Aware reported that director John S. Stafford III received an unrestricted stock award covering 39,118 shares. The grant was made at no purchase price under the 2023 Equity and Incentive Plan and is subject to future service conditions before shares are issued.

How many Aware (AWRE) shares are included in the new unrestricted stock award?

The unrestricted stock award for Aware director John S. Stafford III covers 39,118 shares. These shares are split into two equal parts, each consisting of 19,559 shares, scheduled to be issued on specified future dates if service conditions are satisfied.

When will the Aware (AWRE) stock award shares be issued to John S. Stafford III?

The award shares are scheduled to be issued in two tranches: 19,559 shares on June 30, 2026 and 19,559 shares on December 31, 2026. Issuance depends on him continuing as a director, officer, or employee of Aware or a subsidiary on those dates.

What conditions apply to the Aware (AWRE) unrestricted stock award for John S. Stafford III?

The unrestricted stock award requires that John S. Stafford III be serving as a director, officer, or employee of Aware or a subsidiary on June 30, 2026 and December 31, 2026. Only if that service condition is met will the respective share tranches be issued.

How many Aware (AWRE) common shares did John S. Stafford III hold after this Form 4?

After the reported transactions, John S. Stafford III directly held 5,105,200 shares of Aware common stock. This figure reflects his direct ownership position reported in the Form 4, separate from the future issuances tied to the new unrestricted stock award.

Was the Aware (AWRE) stock award to John S. Stafford III a market purchase?

No, the transaction was recorded as a grant or award acquisition at a price of $0.0000 per share. It represents an equity incentive award under Aware’s 2023 Equity and Incentive Plan, not an open-market buy or sell transaction.