[Form 4] BIO-key International, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Mira LaCous, Chief Technology Officer of BIO-key International, Inc. (BKYI), was granted 25,000 restricted shares on 09/02/2025 under the company’s 2023 Stock Incentive Plan. The restricted shares vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to her continued employment or service. The grant price is $0. Following the grant, Ms. LaCous beneficially owns 35,758 shares (this total excludes options to purchase 87 shares). The Form 4 was signed on 09/03/2025.

Positive

• Receipt of 25,000 restricted shares as compensation, which can promote retention through multi‑year vesting
• Vesting spread over three years aligns the officer’s interests with ongoing service

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine, zero-cost restricted stock grant of 25,000 shares to the CTO; modest change to insider holdings, typical for executive compensation.

The filing documents a time‑based restricted stock award rather than an open‑market purchase or sale. The 25,000 shares vest in three equal annual installments, aligning the award with multi‑year retention incentives. The immediate dilutive impact to outstanding shares is not shown here and cannot be assessed from this Form 4 alone. The grant price of $0 indicates this is a compensatory grant under the equity plan rather than a purchase transaction.

Corporate Governance Expert

TL;DR: Governance‑routine equity compensation: a time‑vested award to an officer that ties retention to continued service.

The disclosure confirms the award is governed by the company’s 2023 Stock Incentive Plan and vests over three years, a common structure for aligning executive incentives with long‑term performance and retention. The Form 4 shows the reporting person as an officer (Chief Technology Officer). The document does not disclose any performance conditions or plan amendment details, so assessment of governance implications is limited to vesting structure and award size relative to the individual.

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
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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^*

LACOUS MIRA K

(Last) (First) (Middle)

C/O BIO-KEY INTERNATIONAL, INC.

101 CRAWFORDS CORNER RD, SUITE 4116

(Street)

HOLMDEL NJ 07733

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIO KEY INTERNATIONAL INC [ BKYI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		A		25,000(1)	A	$0	35,758(2)	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. Restricted Stock granted to the Reporting person under the Issuer's 2023 Stock Incentive Plan, as amended, which vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date.

2. Holdings do not include options to purchase 87 shares.

	/s/ Mira LaCous	09/03/2025
	** 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 transaction did BIO-key (BKYI) disclose for 09/02/2025?

The company disclosed a grant of 25,000 restricted shares to Mira LaCous on 09/02/2025 under the 2023 Stock Incentive Plan.

Who is the reporting person on the Form 4 for BKYI?

The reporting person is Mira LaCous, identified as the company’s Chief Technology Officer.

How do the restricted shares vest for the BKYI grant?

The restricted shares vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to continued employment or service.

What are Ms. LaCous’s total beneficial holdings after the reported transaction?

After the grant, she beneficially owns 35,758 shares; this total excludes options to purchase 87 shares.

Was any cash paid for the restricted stock grant?

No cash was paid; the Form 4 reports a grant price of $0 for the restricted shares.