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

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Co-Diagnostics, Inc. Chief Executive Officer Dwight H. Egan reported compensation-related equity activity involving common stock and restricted stock units. On May 23, 2026, 1,633 common shares were disposed of at $5.07 per share in a mandated “sell to cover” transaction to satisfy tax withholding obligations tied to RSU vesting, described as not a discretionary trade by the reporting person.

On the same date, he received a grant of 4,584 common shares at no cost and exercised 4,584 restricted stock units into common stock. After these transactions, he directly holds 29,526 common shares and 9,166 restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Egan Dwight H
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 4,584 $0.00 --
Grant/Award Common Stock 4,584 $0.00 --
Disposition Common Stock 1,633 $5.07 $8K
Holdings After Transaction: Restricted Stock Unit — 9,166 shares (Direct, null); Common Stock — 29,526 shares (Direct, null)
Footnotes (1)
  1. Included in 9,167 restricted stock units awarded to the Reporting Person on May 15, 2023, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2023. Included in 9,167 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 9,167 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 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.
Tax-related share disposition 1,633 shares at $5.07 Common stock sold to cover tax withholding on RSU vesting
Equity grant 4,584 common shares Grant or award acquisition at $0.00 per share
RSUs exercised 4,584 restricted stock units Exercised into common stock on May 23, 2026
Common shares held 29,526 shares Direct holdings after reported transactions
RSUs remaining 9,166 units Restricted stock units held after the RSU exercise
Exercise price $0.00 per RSU Conversion or exercise price for restricted stock units
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit" and underlying security common stock"
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
"required to be sold ... to be funded by a "sell to cover" transaction"
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.
equity incentive plans financial
"Issuer's election, under its equity incentive plans to require the satisfaction of tax withholding"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.
Long Term Incentive Plan financial
"pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan"
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" for common stock"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Egan Dwight H
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/23/2026A4,584(1)A$0.0029,526D
Common Stock05/23/2026D1,633(2)D$5.0727,893D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit$0.0005/23/2026M4,584 (1) (1)Common Stock13,750$0.009,166D
Explanation of Responses:
1. Included in 9,167 restricted stock units awarded to the Reporting Person on May 15, 2023, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments every 6 months commencing on November 23, 2023. Included in 9,167 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 9,167 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 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:
/s/ Dwight H. Egan05/27/2026
** Signature of Reporting PersonDate
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 transactions did CODX CEO Dwight H. Egan report?

Dwight H. Egan reported a tax-related share disposition and RSU activity. He disposed of 1,633 common shares, received 4,584 common shares as a grant, and exercised 4,584 restricted stock units into common stock on May 23, 2026.

How many Co-Diagnostics (CODX) shares did the CEO sell to cover taxes?

The CEO disposed of 1,633 Co-Diagnostics common shares at $5.07 per share. The footnote explains this was a mandatory “sell to cover” transaction to satisfy tax withholding obligations, rather than a discretionary open-market trade by the reporting person.

What new Co-Diagnostics (CODX) equity did the CEO receive in this Form 4?

Dwight H. Egan received 4,584 Co-Diagnostics common shares at no cost as a grant or award. He also exercised 4,584 restricted stock units into common stock, reflecting routine equity compensation activity under the company’s long-term incentive plan.

What are the Co-Diagnostics (CODX) CEO’s holdings after these transactions?

Following the reported transactions, Dwight H. Egan directly holds 29,526 shares of Co-Diagnostics common stock. He also holds 9,166 restricted stock units that continue to vest according to the schedules described in the company’s long-term incentive plan.

Was the Co-Diagnostics (CODX) CEO’s share sale a discretionary trade?

The filing notes the 1,633-share disposition was required to cover tax withholding on RSU vesting. It states this sale was mandated by the issuer’s equity incentive plan election and does not represent a discretionary trade by Dwight H. Egan.