Co-Diagnostics (CODX) Form 4 shows RSU conversion, 281,666 shares held

Rhea-AI Filing Summary

Co-Diagnostics, Inc. (CODX) director equity update: A company director reported the vesting and issuance of 57,499 shares of common stock on 11/23/2025 at a stated price of $0.00, reflecting settlement of previously granted restricted stock units under the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan. After this transaction, the director beneficially owns 281,666 shares of common stock and 170,834 restricted stock units. The RSUs referenced stem from awards of 40,000 units on January 17, 2023, 70,000 units on June 12, 2023, 110,000 units on April 26, 2024, and 125,000 units on August 13, 2025, each vesting in six equal installments every six months from their respective commencement dates.

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

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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^*

Murphy Edward L.

(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)
11/23/2025

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
Common Stock	11/23/2025		A		57,499(1)	A	$0.00	281,666	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0.00	11/23/2025		M			57,499	(1)	(1)	Common Stock	228,333	$0.00	170,834	D

Explanation of Responses:

1. Included in 40,000 restricted stock units awarded to the Reporting Person on January 17, 2023, pursuant to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan, and vest in six equal installments every six months commencing on May 23, 2023. Included in 70,000 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 110,000 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 125,000 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/ Edward L. Murphy	11/24/2025
	** 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 in this Form 4 filing?

The filing reports that a Co-Diagnostics director acquired 57,499 shares of common stock on 11/23/2025 at a stated price of $0.00, due to vesting of restricted stock units granted under the company’s 2015 Long Term Incentive Plan.

How many Co-Diagnostics (CODX) shares does the reporting person own after the transaction?

Following the reported transaction on 11/23/2025, the reporting person beneficially owns 281,666 shares of Co-Diagnostics common stock in direct ownership.

How many restricted stock units remain for the Co-Diagnostics (CODX) director?

After the RSU conversion reported on 11/23/2025, the director holds 170,834 restricted stock units, each representing a right to receive one share of Co-Diagnostics common stock subject to vesting.

What equity awards underlie this Co-Diagnostics (CODX) Form 4 transaction?

The transaction relates to RSUs included in awards of 40,000 units granted on January 17, 2023, 70,000 units on June 12, 2023, 110,000 units on April 26, 2024, and 125,000 units on August 13, 2025 under the 2015 Long Term Incentive Plan.

What are the vesting schedules for the Co-Diagnostics (CODX) director’s RSU grants?

The 40,000 RSUs granted on January 17, 2023 vest in six equal installments every six months starting May 23, 2023. The 70,000 RSUs granted on June 12, 2023 vest in six equal installments every six months starting November 23, 2023. The 110,000 RSUs granted on April 26, 2024 vest in six equal installments every six months starting November 23, 2024. The 125,000 RSUs granted on August 13, 2025 vest in six equal installments every six months starting November 23, 2025.

What transaction codes are used in this Co-Diagnostics (CODX) Form 4?

Table I shows an acquisition of common stock coded as A for 57,499 shares at $0.00. Table II shows a derivative transaction coded as M for restricted stock units converting into common stock on 11/23/2025.