BIO-key (BKYI) CTO receives 250-share ESPP award after reverse stock split

Rhea-AI Filing Summary

BIO-key International Chief Technology Officer Mira K. Lacous acquired 250 shares of common stock at $3.83 per share through the company’s 2021 Employee Stock Purchase Plan. After this award, she directly holds 4,076 shares. All share amounts reflect a 1-for-10 reverse stock split effective April 30, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LACOUS MIRA K

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	250	$3.83	$957.50

Holdings After Transaction: Common Stock — 4,076 shares (Direct, null)

Footnotes (1)

1. Represents shares acquired under the BIO-key International, Inc. 2021 Employee Stock Purchase Plan as amended in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c). All share amounts reflect BIO-key's 1-for-10 reverse stock split, which was effective April 30, 2026.

Key Figures

Shares acquired: 250 shares Price per share: $3.83 per share Shares held after transaction: 4,076 shares +1 more

4 metrics

Shares acquired 250 shares Grant under 2021 Employee Stock Purchase Plan on June 30, 2026

Price per share $3.83 per share Acquisition price for ESPP shares

Shares held after transaction 4,076 shares Direct holdings of CTO Mira K. Lacous after award

Reverse stock split ratio 1-for-10 BIO-key reverse stock split effective April 30, 2026

Key Terms

2021 Employee Stock Purchase Plan, Rule 16b-3(d), Rule 16b-3(c), reverse stock split

4 terms

2021 Employee Stock Purchase Plan financial

"Represents shares acquired under the BIO-key International, Inc. 2021 Employee Stock Purchase Plan as amended"

Rule 16b-3(d) regulatory

"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

Rule 16b-3(c) regulatory

"in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c)"

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

reverse stock split financial

"All share amounts reflect BIO-key's 1-for-10 reverse stock split, which was effective April 30, 2026"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:17 PM Accepted by SEC EDGAR 07/02/2026 - 04:16 PM Learn about SEC filing dates

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^*

LACOUS MIRA K

(Last) (First) (Middle)

C/O BIO-KEY INTERNATIONAL, INC.

101 CRAWFORDS CORNER RD, SUITE 4116

(Street)

HOLMDEL NEW JERSEY 07733

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/30/2026		A(1)		250	A	$3.83	4,076(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. Represents shares acquired under the BIO-key International, Inc. 2021 Employee Stock Purchase Plan as amended in a transaction that was exempt under both Rule 16b-3(d) and Rule 16b-3(c).

2. All share amounts reflect BIO-key's 1-for-10 reverse stock split, which was effective April 30, 2026.

	/s/ Mira LaCous	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did BIO-key (BKYI) report for Mira K. Lacous?

BIO-key reported that CTO Mira K. Lacous acquired 250 shares of common stock. The acquisition came through the 2021 Employee Stock Purchase Plan as an exempt award, increasing her direct holdings to 4,076 shares after the transaction, adjusted for the company’s reverse stock split.

At what price did BIO-key (BKYI) shares transfer in this Form 4 transaction?

The shares in this Form 4 were acquired at $3.83 per share. This price is tied to participation in the 2021 Employee Stock Purchase Plan, indicating a compensation-related award rather than an open-market purchase or sale by the Chief Technology Officer.

How many BIO-key (BKYI) shares does Mira K. Lacous hold after the reported transaction?

After the reported acquisition, Mira K. Lacous holds 4,076 BIO-key common shares directly. This figure includes the 250 shares acquired under the 2021 Employee Stock Purchase Plan and reflects adjustments for the company’s 1-for-10 reverse stock split effective April 30, 2026.

What plan was used for the BIO-key (BKYI) share acquisition reported in this Form 4?

The 250 shares were acquired under the BIO-key International, Inc. 2021 Employee Stock Purchase Plan, as amended. The transaction is described as exempt under Rule 16b-3(d) and Rule 16b-3(c), indicating a compensation-type acquisition rather than a discretionary market trade.

How did BIO-key’s reverse stock split affect the Form 4 share figures for BKYI?

All share amounts in this Form 4 reflect BIO-key’s 1-for-10 reverse stock split effective April 30, 2026. This means historical share counts were proportionally reduced by a factor of ten, ensuring reported holdings and awards are on the post-split basis for consistency.

Is the BIO-key (BKYI) CTO Form 4 transaction a market buy or a compensation award?

The transaction is reported as a grant or award acquisition, not an open-market buy. It arises from the 2021 Employee Stock Purchase Plan and is exempt under Rule 16b-3 provisions, classifying it as compensation-related rather than a discretionary trading decision by the executive.