[Form 4] Co-Diagnostics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

James B. Nelson, a director of Co-Diagnostics, Inc. (CODX), was granted 125,000 restricted stock units (RSUs) on 08/13/2025. Each RSU converts to one share of common stock upon vesting, and the award shows 103,333 underlying shares currently attributable, producing 228,333 shares beneficially owned after the grant. The RSUs carry a $0.00 price and vest in six equal installments beginning 11/23/2025 and continuing every six months thereafter. The grant was reported on a Form 4 filed by the reporting person as an individual.

Positive

• Transparent disclosure of the RSU grant and resulting beneficial ownership on Form 4
• Time-based vesting aligns director incentives with long-term shareholder value
• No cash outlay required from the director; grant is equity-based compensation

Negative

• Potential future dilution from 125,000 RSUs if all vest and convert into shares
• No performance conditions disclosed beyond time-based vesting in this filing

Insights

Financial Analyst

TL;DR Routine director equity grant for compensation; modest dilution and standard multi-period vesting, neutral near-term financial impact.

The 125,000 RSU award is a typical equity-based compensation instrument used to align director incentives with shareholders. The grant's $0.00 price and multi-period vesting reduce immediate dilution concerns because shares are contingent on future vesting. The reported underlying share count and total beneficial ownership provide transparency on immediate ownership concentration. There is no cash transaction and no exercise price exposure. This filing does not disclose performance conditions beyond time-based vesting.

Corporate Governance Expert

TL;DR Standard governance practice: time-based RSU award to a director with staggered vesting; aligns long-term interests without immediate liquidity events.

The grant follows common governance norms: RSUs granted under the 2015 Long Term Incentive Plan, vesting over multiple installments beginning in late 2025. Reporting as a director-held award offers clarity on insider holdings and reduces concerns about opportunistic insider sales tied to the grant. The Form 4 provides required disclosure on beneficial ownership post-transaction. No indication of accelerated vesting, change-in-control provisions, or performance hurdles is provided in this filing.

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

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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^*

NELSON JAMES B

(Last) (First) (Middle)

2401 S. FOOTHILL DRIVE SUITE D

(Street)

SALT LAKE CITY UT 84109

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

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

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
Restricted Stock Units	(1)	08/13/2025		A		125,000		(2)	(2)	Common Stock	103,333	$0.00	228,333	D

Explanation of Responses:

1. Granted pursuant to Issuer's 2015 Long Term Incentive Plan, as amended. Each restricted stock unit ("RSU") represents the contingent right to receive, upon vesting, one share of the Issuer's common stock.

2. RSU vests in 6 installments commencing on 11/23/25 and continues every 6 months thereafter.

Remarks:

	/s/ James Nelson	08/15/2025
	** 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 Co-Diagnostics (CODX) disclose on the Form 4 filed by James B. Nelson?

The Form 4 reports a grant of 125,000 RSUs on 08/13/2025, showing 228,333 shares beneficially owned after the grant.

When do the RSUs granted to James B. Nelson begin to vest?

The RSUs vest in 6 installments starting on 11/23/2025 and continue every six months thereafter.

What is the price and immediate cash impact of the RSU grant?

The RSUs are reported with a $0.00 price and involve no immediate cash transaction by the reporting person.

How many shares will be added to Nelson's ownership if the RSUs fully vest?

The grant represents 125,000 additional shares upon vesting; the filing shows 228,333 total beneficially owned following the transaction.

Under what plan were the RSUs granted?

The RSUs were granted pursuant to the issuer's 2015 Long Term Incentive Plan, as amended.