DRIO Form 4: Director McGrath Receives 20,000 Restricted Shares

Rhea-AI Filing Summary

DarioHealth Corp. insider transaction summary The reporting person, Dennis M. McGrath, a company director, received a restricted share award of 20,000 shares of DarioHealth common stock on 09/11/2025 that vests on the last day of the second anniversary of the grant date. Following the award and a prior corporate action, Mr. McGrath is shown as beneficially owning 27,737 shares, an amount that reflects a 20-for-1 reverse stock split effected on 08/28/2025. The transaction is recorded as an acquisition with a reported price of $0 for the restricted shares.

Positive

• Time-based retention incentive: 20,000 restricted shares vesting after two years aligns the director’s interests with long-term shareholder value
• Proper adjustment for corporate action: Beneficial ownership reflects the 20-for-1 reverse stock split, indicating accurate reporting

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received restricted shares that vest in two years; holdings adjusted for a recent 20-for-1 reverse split.

The grant of 20,000 restricted shares to a director is a standard equity-based compensation mechanism aligning management with shareholder interests. The zero dollar price indicates a restricted award rather than an open-market purchase. Vesting on the second anniversary creates a time-based retention incentive. The beneficial ownership figure incorporates the 20-for-1 reverse split, which is a corporate reclassification and not an economic dilutive event by itself.

Compensation & Equity Analyst

TL;DR: Time-based restricted award supports retention; magnitude and terms determine materiality.

The award is recorded as 20,000 shares vesting after two years. Without grant date fair value or percentage of outstanding shares, materiality cannot be judged from this form alone. The reported $0 price reflects restricted status, not cash consideration. The reverse split adjustment is properly reflected in the post-transaction beneficial ownership total.

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).

1. Name and Address of Reporting Person^*

MCGRATH DENNIS M

(Last) (First) (Middle)

322 W 57TH STREET, #33B18

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DarioHealth Corp. [ DRIO ]

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)
09/11/2025

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	09/11/2025(1)		A		20,000	A	$0	27,737(2)	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

Explanation of Responses:

1. The restricted share award shall vest on the last day of the second-year anniversary after the grant date.

2. The number of shares beneficially owned reflects the 20-for-1 reverse stock split effected on August 28, 2025.

	/s/ Dennis M. McGrath	09/15/2025
	** 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 shares did Dennis M. McGrath acquire for DarioHealth (DRIO)?

He was granted 20,000 restricted shares of DarioHealth common stock on 09/11/2025.

When do the restricted shares granted to the director vest?

The restricted share award vests on the last day of the second-year anniversary after the grant date.

Why does the Form 4 show 27,737 shares beneficially owned after the transaction?

The reported beneficial ownership of 27,737 shares reflects the 20-for-1 reverse stock split effected on 08/28/2025.

What price was reported for the restricted shares on the Form 4?

The transaction lists a reported price of $0, indicating a restricted share award rather than a market purchase.

Does this Form 4 indicate any disposal of shares by the director?

No disposals are reported; the Form 4 records an acquisition (A) of 20,000 restricted shares.