Co-Diagnostics (NASDAQ: CODX) director awarded 1,695 shares and exercises RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Co-Diagnostics, Inc. director James B. Nelson acquired 1,695 shares of Common Stock on May 23, 2026 through a stock grant with a reported price of $0.00 per share, increasing his direct holdings to 10,668 common shares. On the same date, he exercised 1,695 Restricted Stock Units into Common Stock, and the filing shows 4,000 Restricted Stock Units remaining under his direct ownership, linked to awards granted under the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan that vest in six equal installments every six months.

Insider Trade Summary

1,695 shares exercised/converted

Mixed 2 txns

Insider NELSON JAMES B

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,695	$0.00	--
Grant/Award	Common Stock	1,695	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 4,000 shares (Direct, null); Common Stock — 10,668 shares (Direct, null)

Footnotes (1)

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Key Figures

Common shares granted: 1,695 shares Common shares held after grant: 10,668 shares RSUs exercised: 1,695 units +1 more

4 metrics

Common shares granted 1,695 shares Grant of Common Stock on May 23, 2026 at $0.00 per share

Common shares held after grant 10,668 shares Total direct Common Stock holdings following transactions

RSUs exercised 1,695 units Restricted Stock Units exercised into Common Stock on May 23, 2026

RSUs remaining 4,000 units Restricted Stock Units directly held after the reported exercise

Key Terms

Restricted Stock Unit, Exercise or conversion of derivative security, 2015 Long Term Incentive Plan

3 terms

Restricted Stock Unit financial

"Included in 2,334 restricted stock units awarded to the Reporting Person on June 12, 2023"

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.

Exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

2015 Long Term Incentive Plan financial

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

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 04:02 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^*

NELSON JAMES B

(Last)

(First)

(Middle)

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)

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

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		1,695⁽¹⁾	A	$0.00	10,668	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			1,695	⁽¹⁾	⁽¹⁾	Common Stock	5,695	$0.00	4,000	D

Explanation of Responses:

1. Included in 2,334 restricted stock units awarded to the Reporting Person on June 12, 2023, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in six equal installments every six months commencing on November 23, 2023. Included in 3,667 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 six equal installments every six months commencing on November 23, 2024. Included in 4,167 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 six equal installments every six months commencing on November 23, 2025.

Remarks:

	/s/ James Nelson	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 director James B. Nelson report?

James B. Nelson reported acquiring 1,695 Co-Diagnostics common shares via a grant. The filing also shows 1,695 Restricted Stock Units exercised into Common Stock, reflecting routine equity compensation activity rather than an open-market stock purchase or sale.

How many Co-Diagnostics (CODX) shares does James B. Nelson hold after this Form 4?

After the reported transactions, James B. Nelson directly holds 10,668 Co-Diagnostics common shares. The Form 4 also shows 4,000 Restricted Stock Units remaining under his direct ownership, separate from his common stock holdings, as part of his equity compensation awards.

Were James B. Nelson’s Co-Diagnostics (CODX) shares bought on the open market?

No, the 1,695 Co-Diagnostics common shares were acquired as a grant at a reported price of $0.00 per share. The filing characterizes this as a grant or award, not an open-market purchase, and includes a related Restricted Stock Unit exercise.

What derivative activity involving Co-Diagnostics (CODX) Restricted Stock Units was reported?

The Form 4 shows an exercise of 1,695 Co-Diagnostics Restricted Stock Units into Common Stock. Following this derivative transaction, 4,000 Restricted Stock Units remain directly held, tied to prior equity awards granted under the company’s 2015 Long Term Incentive Plan.

What Co-Diagnostics (CODX) equity plans are referenced in James B. Nelson’s Form 4?

The filing references the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan. It notes Restricted Stock Unit awards granted on June 12, 2023, April 26, 2024, and August 13, 2025, each vesting in six equal installments every six months beginning November 23 of the stated year.