Was the Co-Diagnostics (CODX) insider share sale a discretionary trade?

The filing states the 680-share sale was not discretionary. A footnote explains it was a mandatory “sell to cover” transaction required by Co-Diagnostics’ equity incentive plan to fund tax withholding on vested restricted stock units.

Co-Diagnostics (NASDAQ: CODX) president nets RSU shares after tax sale

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Co-Diagnostics, Inc. president Richard David Abbott reported routine equity compensation activity involving restricted stock units. He exercised 1,890 restricted stock units into common shares at a stated price of $0.00 per share and received these as a grant or award. On the same date, 680 common shares were disposed of to the issuer at $5.07 per share to cover tax withholding obligations, as required under the company’s equity incentive plan, rather than as a discretionary trade. Following these transactions, he directly held 4,097 shares of common stock.

Insider Trade Summary

1,890 shares exercised/converted

Mixed 3 txns

Insider Abbott Richard David

Role President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,890	$0.00	--
Grant/Award	Common Stock	1,890	$0.00	--
Disposition	Common Stock	680	$5.07	$3K

Holdings After Transaction: Restricted Stock Unit — 7,903 shares (Direct, null); Common Stock — 4,097 shares (Direct, null)

Footnotes (1)

Included in 4,000 restricted stock units awarded to the Reporting Person on April 26, 2024, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2024. Included in 7,334 restricted stock units awarded to the Reporting Person on August 13, 2025, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2025. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSU's. This sale is mandated by the Issuer's election, under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Key Figures

Shares disposed to issuer: 680 shares at $5.07 Shares acquired from RSUs: 1,890 shares at $0.00 RSUs exercised: 1,890 units +3 more

6 metrics

Shares disposed to issuer 680 shares at $5.07 Common stock disposition to issuer on 2026-05-23 to cover taxes

Shares acquired from RSUs 1,890 shares at $0.00 Common stock received from RSU grant/award on 2026-05-23

RSUs exercised 1,890 units Restricted Stock Units converted into common stock on 2026-05-23

Common shares held after award 4,097 shares Direct ownership of common stock following transactions

Underlying RSUs referenced 4,000 and 7,334 units RSU awards under 2015 Long Term Incentive Plan with installment vesting

Underlying common shares 9,793 shares Underlying common stock for restricted stock units in derivative entry

Key Terms

Restricted Stock Unit, sell to cover, Long Term Incentive Plan, Disposition to issuer, +2 more

6 terms

Restricted Stock Unit financial

"Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSU's."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"funded by a "sell to cover" transaction and does not represent a discretionary trade"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

Long Term Incentive Plan financial

"pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 04:03 PM

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^*

Abbott Richard David

(Last)

(First)

(Middle)

C/O CO-DIAGNOSTICS, INC.

2401 S. FOOTHILL DRIVE, SUITE D

(Street)

SALT LAKE CITY

UTAH

84109

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Co-Diagnostics, Inc. [ CODX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/23/2026		A		1,890⁽¹⁾	A	$0.00	4,097	D
Common Stock	05/23/2026		D		680⁽²⁾	D	$5.07	3,417	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.00	05/23/2026		M			1,890	⁽¹⁾	⁽¹⁾	Common Stock	9,793	$0.00	7,903	D

Explanation of Responses:

1. Included in 4,000 restricted stock units awarded to the Reporting Person on April 26, 2024, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2024. Included in 7,334 restricted stock units awarded to the Reporting Person on August 13, 2025, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2025.

2. Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSU's. This sale is mandated by the Issuer's election, under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.

Remarks:

	Richard David Abbott	05/27/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CODX president Richard David Abbott report?

Richard David Abbott reported routine equity compensation activity, exercising 1,890 restricted stock units into common shares and disposing of 680 shares to the issuer to satisfy tax withholding obligations associated with the RSU vesting.

How many Co-Diagnostics (CODX) shares were sold in this Form 4 filing?

The filing shows 680 shares of Co-Diagnostics common stock were disposed of at $5.07 per share. A footnote explains this disposition covered tax withholding obligations and was mandated by the company’s equity incentive plan, not a discretionary market trade.

How many Co-Diagnostics (CODX) shares did the president acquire in this filing?

The president acquired 1,890 shares of Co-Diagnostics common stock at a stated price of $0.00 per share. These shares came from the vesting and exercise of restricted stock units granted under the company’s long-term incentive plan.

What were Richard David Abbott’s Co-Diagnostics (CODX) holdings after the transactions?

After the reported transactions, Richard David Abbott directly held 4,097 shares of Co-Diagnostics common stock. This reflects the RSU-related share award and the issuer-directed sale of 680 shares to cover associated tax withholding obligations.