BKYI Form 4: Chief Legal Officer Acquires 10,000 Shares

Rhea-AI Filing Summary

James D. Sullivan, listed as Chief Legal Officer and SVP Strategy & Compliance of BIO-key International, Inc. (BKYI), reported an open-market purchase of 10,000 shares of common stock on 08/22/2025 at a price of $0.77 per share. After the transaction he beneficially owned 54,851 shares directly; the reported holdings expressly exclude options to purchase 174 shares. The Form 4 indicates this was an individual filing by one reporting person and records the acquisition under transaction code "P." No derivatives or other types of securities were reported in this filing.

Positive

• Officer purchased shares increasing direct ownership to 54,851 shares
• Transaction fully disclosed with price and amount (10,000 shares at $0.77) and proper Form 4 coding

Negative

• None.

Insights

Financial Analyst

TL;DR: An officer acquired 10,000 shares at $0.77, increasing direct holdings to 54,851 shares; transaction appears routine.

The filing documents a straightforward open-market purchase by a senior executive, showing a modest increase in direct ownership. The report provides clear quantities and price; it does not include option exercises or derivative activity beyond the noted exclusion of 174 option shares from holdings. From a financial-analysis standpoint this is a factual disclosure without accompanying company performance data or indications of material corporate events.

Corporate Governance Expert

TL;DR: Insider purchase by a senior officer was reported cleanly; disclosure meets Section 16 requirements.

The Form 4 lists the reporting person, relationship to the issuer, and details of the purchase, satisfying disclosure norms. The filing is an individual submission and uses transaction code "P," consistent with an open-market purchase. There are no reports of sales, grants, or derivative transactions in this filing, and an explanatory note clarifies the treatment of outstanding options. The form contains no governance concerns or corrective amendments.

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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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^*

Sullivan James David

(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)	X	Other (specify below)
	Chief Legal Officer		SVP Strategy & Compliance

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		P	V	10,000	A	$0.77	54,851(1)	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. Holdings do not include options to purchase 174 shares.

	/s/ James D Sullivan	08/26/2025
	** 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

Who filed the Form 4 for BKYI and what is their role?

The filing was made by James D. Sullivan, identified as Chief Legal Officer and SVP Strategy & Compliance of BIO-key International, Inc.

What transaction was reported on the BKYI Form 4?

An open-market acquisition of 10,000 shares of BIO-key common stock at $0.77 per share on 08/22/2025, reported under transaction code "P."

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

The reporting person beneficially owned 54,851 shares directly following the reported transaction.

Does the Form 4 report any derivative securities or options?

No derivative securities were reported; the filing notes that holdings do not include options to purchase 174 shares.

Was the Form 4 filed individually or jointly?

The form indicates it was filed by one reporting person (individual filing).