STOCK TITAN

Cosmos Health (NASDAQ: COSM) CFO receives 850K-share equity award via RSU conversion

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

Rhea-AI Filing Summary

Cosmos Health Inc. Chief Financial Officer Georgios Terzis reported equity compensation involving 850,000 shares. He received an award of 850,000 shares of Common Stock at $0.283 per share, granted on May 19, 2026 under the company’s 2024 & 2025 Omnibus Incentive Plan and exempt under Rule 16b-3.

On the same date, 850,000 Restricted Stock Units converted into an equal number of Common Stock shares, with the RSUs vesting immediately at grant and then being fully settled. Following these transactions, Terzis holds 2,067,263 Common Stock shares directly.

Positive

  • None.

Negative

  • None.
Insider Terzis Georgios
Role Chief Financial Officer
Type Security Shares Price Value
Conversion Restricted Stock Unit 850,000 $0.00 --
Grant/Award Common Stock, par value $.001 850,000 $0.283 $241K
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Common Stock, par value $.001 — 2,067,263 shares (Direct, null)
Footnotes (1)
  1. Reflects the award of 850,000 shares of Common Stock granted on May 19, 2026, pursuant to the Issuer's 2024 & 2025 Omnibus Incentive Plan, in a transaction exempt under Rule 16b-3. The RSUs were granted on May 19, 2026, under the Issuer's 2024 & 2025 Omnibus Incentive Plan and vested on the date of the grant, in a transaction exempt under Rule 16b-3.
Common Stock award 850,000 shares Award of Common Stock granted May 19, 2026
Award price per share $0.283 per share Transaction price for 850,000 awarded Common Stock shares
RSUs converted 850,000 units Restricted Stock Units converted into Common Stock on May 19, 2026
RSU exercise price $0.0000 Conversion or exercise price for RSUs
Shares after transactions 2,067,263 shares Total Common Stock directly owned by CFO after transactions
RSU grant date May 19, 2026 Grant and vesting date under 2024 & 2025 Omnibus Incentive Plan
RSU expiration May 19, 2036 Expiration date listed for RSU derivative security
Restricted Stock Unit financial
"The RSUs were granted on May 19, 2026, under the Issuer's 2024 & 2025 Omnibus Incentive Plan"
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.
Omnibus Incentive Plan financial
"pursuant to the Issuer's 2024 & 2025 Omnibus Incentive Plan, in a transaction exempt under Rule 16b-3"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
Rule 16b-3 regulatory
"in a transaction exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
derivative security financial
"Conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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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*
Terzis Georgios

(Last)(First)(Middle)
5 AG. GEORGIOU STR.

(Street)
PILEATHESSALONIKITK57001

(City)(State)(Zip)

GREECE

(Country)
2. Issuer Name and Ticker or Trading Symbol
Cosmos Health Inc. [ COSM ]
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)
05/19/2026
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 Stock, par value $.00105/19/202605/19/2026A(1)850,000A$0.2832,067,263D
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(2)05/19/202605/19/2026C850,00005/19/202605/19/2036Common Stock, par value $.001850,000$00D
Explanation of Responses:
1. Reflects the award of 850,000 shares of Common Stock granted on May 19, 2026, pursuant to the Issuer's 2024 & 2025 Omnibus Incentive Plan, in a transaction exempt under Rule 16b-3.
2. The RSUs were granted on May 19, 2026, under the Issuer's 2024 & 2025 Omnibus Incentive Plan and vested on the date of the grant, in a transaction exempt under Rule 16b-3.
/s/ Georgios Terzis06/11/2026
** 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)

FAQ

What did Cosmos Health (COSM) CFO report in this Form 4 filing?

The Cosmos Health CFO reported equity compensation transactions involving 850,000 shares of Common Stock. These came from an award and related RSU conversion under the 2024 & 2025 Omnibus Incentive Plan, recorded as acquisitions exempt under Rule 16b-3.

How many Cosmos Health (COSM) shares did the CFO acquire?

The CFO acquired 850,000 shares of Common Stock through an equity award and RSU conversion. The filing also shows his total direct holdings increased to 2,067,263 Common Stock shares following these compensation-related transactions.

What price per share is shown for the Cosmos Health (COSM) award?

The Common Stock award is shown at a transaction price of $0.283 per share. This price applies to the 850,000 awarded shares disclosed in the filing, reflecting how the compensation grant is recorded for reporting purposes.

What happened to the 850,000 Restricted Stock Units in the COSM filing?

The 850,000 Restricted Stock Units were granted and vested on May 19, 2026, then converted into 850,000 Common Stock shares. After this conversion, the RSU position dropped to zero, meaning all of those units were fully settled into stock.

Under which plan were the Cosmos Health (COSM) awards granted?

The Common Stock and RSU awards were granted under Cosmos Health’s 2024 & 2025 Omnibus Incentive Plan. This plan governs equity-based compensation for executives and the transactions were reported as exempt from short-swing rules under Rule 16b-3.

Are the Cosmos Health (COSM) CFO’s transactions open-market buys or sales?

The transactions are not open-market buys or sales; they are compensation-related awards and a derivative conversion. The Form 4 classifies them as acquisitions through a grant and RSU conversion, both treated as exempt under Rule 16b-3, with no reported market trades.