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

Rhea-AI Filing Summary

Co‑Diagnostics, Inc. reported an insider award to Brian L. Brown, the company's Chief Financial Officer. On 08/13/2025 Mr. Brown was granted 225,000 restricted stock units (RSUs) under the issuer's 2015 Long Term Incentive Plan, as amended; each RSU represents the contingent right to receive one share of common stock upon vesting. The RSUs vest in six installments beginning 11/23/2025 and then every six months thereafter. Following the grant, the filing shows Mr. Brown beneficially owns 471,667 shares of common stock in total. The RSUs carry a reported price of $0.00, consistent with restricted units rather than an option.

Positive

• 225,000 RSU grant aligns CFO compensation with shareholder value by converting to common stock upon vesting
• Staggered vesting (six installments beginning 11/23/2025) promotes retention and long‑term focus
• Transparent post‑award ownership disclosure: CFO beneficially owns 471,667 shares following the grant

Negative

• Potential dilution from 225,000 additional shares upon vesting (file does not disclose total shares outstanding to quantify impact)
• No disclosure in this Form 4 of the company's total diluted share count, preventing assessment of grant materiality

Insights

Corporate Governance Expert

TL;DR: A routine equity grant to the CFO with a multi‑installment vesting schedule designed for retention.

The grant of 225,000 RSUs to the Chief Financial Officer is a standard executive compensation action that ties pay to long‑term shareholder value by converting to common shares upon vesting. The six‑installment schedule beginning 11/23/2025 staggers dilution and incentivizes continued service. The filing shows total beneficial ownership of 471,667 shares after the award, which provides transparency on insider alignment. No additional governance concerns, such as accelerated vesting triggers or transfers, are disclosed in this Form 4.

Compensation Analyst

TL;DR: The award size and semiannual vesting indicate retention focus; financial impact depends on total share count.

The 225,000 RSU grant is reported at $0.00 per unit, reflecting restricted stock units rather than exercisable options. Vesting in six equal installments over multi‑year periods is a common retention mechanism. The filing does not provide the company's total diluted share count, so the grant's dilution percentage and relative pay‑for‑performance magnitude cannot be calculated from this document alone. The disclosure, however, clearly states vesting commencement and total post‑award beneficial ownership.

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^*

Brown Brian Lee

(Last) (First) (Middle)

C/O CO-DIAGNOSTICS, INC.

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)

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

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		225,000		(2)	(2)	Common Stock	246,667	$0.00	471,667	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/ Brian L. Brown	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) report for Brian L. Brown on Form 4?

The Form 4 reports a grant of 225,000 restricted stock units (RSUs) to CFO Brian L. Brown on 08/13/2025 and shows 471,667 shares beneficially owned following the grant.

When do the RSUs to Brian L. Brown vest?

The RSUs vest in six installments commencing on 11/23/2025 and then every six months thereafter.

Does the Form 4 indicate a purchase price for the RSUs?

The filing shows a price of $0.00 for the reported units, consistent with restricted stock units rather than options.

How many total shares does Brian L. Brown own after the transaction?

The Form 4 reports Mr. Brown beneficially owns 471,667 shares of common stock following the reported grant.

Under what plan were the RSUs granted?

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