BIO-key (BKYI) Form 4: 35,000 Restricted Shares Awarded to CFO

Rhea-AI Filing Summary

Insider equity grant reported for BIO-key International, Inc. (BKYI). Cecilia C. Welch, the company's Chief Financial Officer and a director, was granted 35,000 restricted shares on 09/02/2025 at no cash price. The restricted stock vests in three equal annual installments on each anniversary of the grant date, subject to Ms. Welch's continued employment or service. Following the grant, Ms. Welch beneficially owns 59,396 shares, excluding an option to purchase 174 shares. The Form 4 is signed by Ms. Welch on 09/03/2025 and discloses the grant under the issuer's 2023 Stock Incentive Plan, as amended.

Positive

• CFO received 35,000 restricted shares, increasing her alignment with shareholders through equity ownership
• Vesting is time-based (three equal annual installments), which encourages retention and continued service
• Grant made under the 2023 Stock Incentive Plan, as amended, indicating plan authorization for the award

Negative

• None.

Insights

Financial Analyst

TL;DR: CFO received a time-vesting equity grant (35,000 RSUs), increasing insider ownership to 59,396 shares.

The reported transaction is a standard executive equity award made under the company's 2023 Stock Incentive Plan. The award is structured as restricted stock with vesting in three equal annual installments, which aligns the CFO's compensation with multi-year performance or retention objectives. The transaction was a grant at $0, indicating a compensation issuance rather than a market purchase. No cash proceeds or sales are reported, and the filing excludes a small outstanding option position of 174 shares. For investors, this is a routine disclosure of insider alignment, not an immediate liquidity event.

Corporate Governance Expert

TL;DR: Governance disclosure is complete for the grant; vesting schedule and plan authority are stated.

The Form 4 clearly identifies the reporting person, role (CFO and director), the grant date, the number of restricted shares awarded, and the vesting schedule tied to continued service. It specifies the award was made under the 2023 Stock Incentive Plan, as amended, meeting typical disclosure standards. The filing lists beneficial ownership after the grant and notes a small option holding excluded from the total. There are no amendments or multiple filers noted. The disclosure appears procedurally compliant and transparent.

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

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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^*

Welch Cecilia C

(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 Financial 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		35,000(1)	A	$0	59,396(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 174 shares.

	/s/ Cecilia C. Welch	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) report for Cecilia Welch?

The Form 4 reports a grant of 35,000 restricted shares to Cecilia C. Welch on 09/02/2025.

How many BIO-key shares does the reporting person own after the transaction?

Following the reported grant, Ms. Welch beneficially owns 59,396 shares.

What are the vesting terms for the restricted shares reported by BKYI?

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

Was cash paid for the BIO-key restricted shares granted to the CFO?

No cash price is reported; the grant is listed with a $0 price.

Does the Form 4 disclose any related option holdings for the reporting person?

Yes, the filing notes holdings do not include options to purchase 174 shares.