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

Rhea-AI Filing Summary

Bio-key International reported a grant of 45,000 restricted shares to Michael DePasquale, who serves as Chief Executive Officer and a director. The shares were awarded under the company's 2023 Stock Incentive Plan and vest in three equal annual installments over the next three anniversaries of the grant date, subject to continued service. Following the grant, the reporting person’s beneficial ownership is reported as 98,658 common shares; this total excludes options to purchase 232 shares.

Positive

• 45,000 restricted shares granted to the CEO, indicating alignment of executive compensation with equity ownership
• Three-year vesting schedule (three equal annual installments) encourages continued service and longer-term alignment
• Beneficial ownership increased to 98,658 shares, as explicitly reported

Negative

• None.

Insights

Financial Analyst

TL;DR: CEO received a 45,000 restricted-share award that vests over three years, increasing reported beneficial ownership to 98,658 shares.

The award is compensation-focused and structured with time-based vesting, aligning executive incentives with shareholder value over a multi-year period. The grant price is $0, indicating restricted shares rather than a purchase. The report discloses that outstanding options to purchase 232 shares are excluded from the stated beneficial ownership total. Overall this appears to be a routine executive equity grant rather than a transaction indicating immediate liquidity or sale.

Corporate Governance Expert

TL;DR: Time-based restricted stock grant follows typical governance practices for executive compensation, with three-year vesting tied to continued service.

The grant was made under the 2023 Stock Incentive Plan and uses simple, time-based vesting in three equal installments, which is consistent with standard retention and alignment objectives. The Form 4 clearly states the vesting schedule and that the grant adds to the reporting person’s beneficial ownership. No performance conditions or accelerated vesting terms are disclosed in this filing.

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^*

DEPASQUALE MICHAEL W

(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)

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

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		45,000(1)	A	$0	98,658(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 232 shares.

	/s/ Michael DePasquale	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 restricted stock was reported for BIO-key (BKYI)?

The Form 4 reports a grant of 45,000 restricted shares to Michael DePasquale under the 2023 Stock Incentive Plan.

How do the restricted shares vest for the BKYI CEO award?

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

What is Michael DePasquale's reported beneficial ownership after the transaction?

Following the reported transaction, the filing shows 98,658 common shares beneficially owned by the reporting person.

Does the Form 4 disclose other equity holdings for the reporting person?

Yes, the filing states holdings do not include options to purchase 232 shares.

Under which plan were the restricted shares granted?

The restricted shares were granted under the issuer's 2023 Stock Incentive Plan, as amended.