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

Rhea-AI Filing Summary

James D. Sullivan, a director and the Chief Legal Officer and SVP Strategy & Compliance of BIO-key International, Inc. (BKYI), reported a non‑derivative acquisition on 09/02/2025. He was granted 40,000 restricted shares under the company’s 2023 Stock Incentive Plan at a reported price of $0. Those restricted shares vest in three equal annual installments over the next three anniversaries of the grant date, subject to continued service. After the grant, Sullivan beneficially owns 94,851 shares (not including options to purchase 174 shares). The Form 4 was signed on 09/03/2025.

Positive

• 40,000 restricted shares granted aligns the officer's interests with shareholders through multi‑year vesting
• Post‑grant beneficial ownership of 94,851 shares increases insider stake in the company

Negative

• Potential future dilution when restricted shares vest (40,000 shares) if considered in fully diluted share count
• No information provided on exact grant date beyond transaction date or total outstanding shares to assess dilution magnitude

Insights

Corporate Governance Expert

TL;DR: A senior officer received a sizeable restricted share grant that aligns compensation with continued service.

The 40,000 restricted shares awarded to the Chief Legal Officer vest over three years, which is a typical retention and alignment mechanism. The zero reported price confirms these are restricted grants rather than market purchases. Post‑grant beneficial ownership of 94,851 shares increases the officer’s equity stake, modestly strengthening insider alignment with shareholders. The filing discloses no sales or derivative transactions. This is a routine, non‑dilutive compensation event pending vesting conditions tied to service.

Securities Analyst

TL;DR: Insider received equity compensation; transaction is standard and not an immediate liquidity event.

The Form 4 shows a grant under the 2023 Stock Incentive Plan with vesting over three years and no cash consideration, indicating compensation rather than a market acquisition. Holdings after the grant total 94,851 shares, excluding 174 option shares, which provides clear quantification of current insider exposure. There are no sales or option exercises reported that would signal near‑term dilution or cash flow impact. Materiality to shareholders is limited to potential future dilution at vesting and standard governance considerations.

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^*

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)
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		40,000(1)	A	$0	94,851(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/ James D Sullivan	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 did James D. Sullivan report on Form 4 for BKYI?

He reported a grant of 40,000 restricted shares under the 2023 Stock Incentive Plan on 09/02/2025, with a reported price of $0.

How do the restricted shares awarded to the BKYI officer vest?

The 40,000 restricted shares vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to continued service.

How many BKYI shares does the reporting person own after the transaction?

94,851 shares beneficially owned following the reported transaction; this excludes options to purchase 174 shares.

Was there any cash paid for the shares reported on BKYI Form 4?

No cash consideration reported; the transaction lists a price of $0, indicating a grant of restricted stock.

When was the Form 4 signed for the BKYI filing?

The Form 4 was signed on 09/03/2025 by James D. Sullivan.