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Co-Diagnostics (NASDAQ: CODX) CFO reports RSU vesting and tax-related share sale

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

Rhea-AI Filing Summary

Co-Diagnostics, Inc. Chief Financial Officer Brian Lee Brown reported routine equity compensation activity involving common stock and restricted stock units. On May 23, 2026, he disposed of 1,350 shares of common stock at $5.07 per share in a transaction described as required to cover tax withholding obligations through a mandated “sell to cover” election under the company’s equity plans, not a discretionary trade.

On the same date, he acquired 3,750 shares of common stock at $0.00 per share as a grant or award, tied to the vesting and settlement of restricted stock units. He also exercised 3,750 restricted stock units into common stock, with remaining derivative holdings reported as 7,500 restricted stock units following the transaction sequence. After these transactions, Brown directly held 23,729 shares of common stock. The activity reflects standard compensation vesting and tax settlement rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Brown Brian Lee
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 3,750 $0.00 --
Grant/Award Common Stock 3,750 $0.00 --
Disposition Common Stock 1,350 $5.07 $7K
Holdings After Transaction: Restricted Stock Unit — 7,500 shares (Direct, null); Common Stock — 23,729 shares (Direct, null)
Footnotes (1)
  1. Included in 7,500 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 7,500 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 7,500 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 disposition 1,350 shares at $5.07/share Disposition of common stock on May 23, 2026 to cover tax withholding
Stock grant 3,750 shares at $0.00/share Grant or award of common stock on May 23, 2026 tied to RSU vesting
RSU exercise 3,750 restricted stock units Exercise or conversion of RSUs into common stock on May 23, 2026
Common shares held 23,729 shares Direct common stock holdings following transactions on May 23, 2026
RSUs remaining 7,500 restricted stock units Restricted stock unit balance following the reported derivative transaction
Net buy/sell shares 0 shares Transaction summary net buy/sell direction reported as neutral
Restricted Stock Unit financial
"Included in 7,500 restricted stock units awarded to the Reporting Person on May 15, 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.
2015 Long Term Incentive Plan financial
"pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in 6 equal installments"
sell to cover financial
"tax withholding obligations to be funded by a "sell to cover" transaction and does not represent"
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.
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 →
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*
Brown Brian Lee
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial 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 Stock05/23/2026A3,750(1)A$0.0023,729D
Common Stock05/23/2026D1,350D$5.07(2)22,379D
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$0.0005/23/2026M3,750 (1) (1)Common Stock11,250$0.007,500D
Explanation of Responses:
1. Included in 7,500 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 7,500 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 7,500 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/ Brian L. Brown05/27/2026
** 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 did Co-Diagnostics (CODX) CFO Brian Lee Brown report in this Form 4?

He reported routine equity compensation activity, including RSU vesting and related share movements. The filing shows grants of common stock, an RSU exercise, and a mandated tax-related disposition, rather than discretionary open-market buying or selling.

How many Co-Diagnostics (CODX) shares did the CFO dispose of and at what price?

He disposed of 1,350 shares of Co-Diagnostics common stock at $5.07 per share. According to the disclosure, this was required to cover tax withholding obligations under a sell-to-cover mechanism chosen by the company.

How many Co-Diagnostics (CODX) shares did the CFO receive in this transaction?

He received 3,750 shares of Co-Diagnostics common stock at $0.00 per share as a grant or award. These shares are linked to the vesting and settlement of restricted stock units under the company’s long-term incentive plan.

What restricted stock unit (RSU) activity did the Co-Diagnostics (CODX) CFO report?

He exercised 3,750 restricted stock units into common stock on May 23, 2026. After this derivative transaction, the filing shows 7,500 restricted stock units remaining, reflecting continuing equity-based incentive awards under the 2015 Long Term Incentive Plan.

How many Co-Diagnostics (CODX) shares does the CFO hold after these transactions?

Following the reported transactions, he directly holds 23,729 shares of Co-Diagnostics common stock. This figure reflects the net effect of the tax-related disposition and the share grant associated with restricted stock unit vesting on May 23, 2026.

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

The filing states the sale was mandated to cover tax withholding obligations from RSU vesting. Under the company’s equity plans, taxes are satisfied through a required sell-to-cover transaction, so it does not represent a discretionary trading decision by the executive.