BIO-key (BKYI) CEO adds 250 shares through employee stock purchase plan

Rhea-AI Filing Summary

BIO-key International Chief Executive Officer and Chairman Michael W. DePasquale acquired 250 shares of common stock at $3.83 per share. These shares were obtained under the BIO-key International, Inc. 2021 Employee Stock Purchase Plan, as amended, in a transaction exempt under Rule 16b-3(d) and Rule 16b-3(c). After this grant-related acquisition, his directly held common stock position increased to 10,778 shares. All reported share amounts reflect BIO-key’s 1-for-10 reverse stock split effective April 30, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DEPASQUALE MICHAEL W

Role Chief Executive Officer

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

Holdings After Transaction: Common Stock — 10,778 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 Transaction price: $3.83 per share Shares held after transaction: 10,778 shares +1 more

4 metrics

Shares acquired 250 shares Common stock acquired June 30, 2026

Transaction price $3.83 per share Price for 250 common shares under stock purchase plan

Shares held after transaction 10,778 shares Direct common stock holdings after acquisition

Reverse stock split ratio 1-for-10 Effective April 30, 2026; all share amounts adjusted

Key Terms

Employee Stock Purchase Plan, Rule 16b-3(d), Rule 16b-3(c), 1-for-10 reverse stock split

4 terms

Employee Stock Purchase Plan financial

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

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

Rule 16b-3(d) regulatory

"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

"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.

1-for-10 reverse stock split financial

"All share amounts reflect BIO-key's 1-for-10 reverse stock split"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:21 PM Accepted by SEC EDGAR 07/02/2026 - 04:21 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^*

DEPASQUALE MICHAEL W

(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)

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

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	10,778(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/ Michael DePasquale	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 did BIO-key (BKYI) CEO Michael DePasquale report on this Form 4?

Michael DePasquale reported acquiring 250 BIO-key common shares at $3.83 per share. The shares were obtained under the company’s 2021 Employee Stock Purchase Plan, increasing his directly held position to 10,778 shares after the transaction.

Was the BIO-key (BKYI) CEO’s June 30, 2026 share acquisition an open-market purchase?

No, the 250 BIO-key shares were acquired through the 2021 Employee Stock Purchase Plan, not in the open market. The transaction is characterized as a grant or award acquisition and was exempt under Rule 16b-3(d) and Rule 16b-3(c).

How many BIO-key (BKYI) shares does the CEO hold after this Form 4 transaction?

Following the reported transaction, Michael DePasquale directly holds 10,778 BIO-key common shares. This total includes the 250 shares acquired at $3.83 per share under the company’s 2021 Employee Stock Purchase Plan on June 30, 2026.

What price per share was reported for the BIO-key (BKYI) CEO’s acquisition?

The Form 4 reports a transaction price of $3.83 per BIO-key common share for the 250 shares acquired. This price is associated with the Employee Stock Purchase Plan acquisition, rather than an open-market trade on an exchange.

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

All share amounts in the Form 4 reflect BIO-key’s 1-for-10 reverse stock split effective April 30, 2026. This adjustment means historical share counts were divided by ten, ensuring the reported 250 acquired shares and 10,778 total holdings use post-split figures.