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Dyadic (DYAI) Insider Adds Shares on Board Retirement – Form 4

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

Rhea-AI Filing Summary

Dyadic International, Inc. (DYAI) – Form 4 insider filing details the June 20, 2025 vesting and conversion of 10,776 restricted stock units (RSUs) held by outgoing director Michael P. Tarnok.

The RSUs automatically vested "upon retirement from service as a member of the board of directors," and were converted into an equal number of DYAI common shares. Transaction code M denotes an exempt, non-open-market conversion; no shares were sold and no cash price was paid (exercise price reported as $0).

Following the transaction Mr. Tarnok’s direct beneficial ownership rises to 281,033 common shares, reinforcing post-retirement equity alignment. The filing, signed June 24, 2025, indicates the action was performed by an attorney-in-fact on the insider’s behalf. No 10b5-1 trading plan box is checked, and there are no derivative instruments remaining.

For investors, the disclosure is largely administrative. The conversion results in a modest 0.04 % increase to Dyadic’s basic share count (based on ~26 M shares outstanding as of the last 10-K) and signals a board transition already in progress. No information on replacement directors, strategic impact, or cash compensation is provided in this filing.

Positive

  • Insider retains shares: 10,776 RSUs converted with no sales, indicating continued equity exposure post-retirement.
  • Negligible dilution: Adds only ~0.04 % to outstanding shares, minimally affecting earnings per share.

Negative

  • Board departure: Retirement of director Michael P. Tarnok creates a vacancy; potential governance uncertainty until a replacement is named.

Insights

TL;DR: Director retires; RSUs vest, no shares sold—governance shift but minimal dilution.

The Form 4 confirms Michael P. Tarnok has left Dyadic’s board, triggering automatic vesting of 10,776 RSUs. Such retirement-related vesting is standard and contractually obligated, thus neutral from a governance-risk perspective. Ownership now stands at 281,033 shares, suggesting the former director retains a meaningful equity stake, which may ease continuity concerns. No indication of board replacement or succession planning is included, leaving investors to await further disclosures. Overall impact on governance and capital structure is limited.

TL;DR: Insider adds 10.8k shares via RSU conversion; no market sale—neutral for valuation.

The insider transaction is non-cash and does not reflect a view on valuation since no shares were sold. The incremental dilution (~0.04 %) is immaterial and already contemplated in fully-diluted counts. Lack of selling pressure is modestly encouraging but outweighed by the fact that the director has stepped down. From a price-sensitive standpoint, the filing carries low market impact; trading dynamics, fundamentals, and upcoming catalysts (e.g., pipeline updates) remain the key drivers.

Insider Tarnok Michael P.
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit 10,776 $0.00 --
Exercise Common Stock 10,776 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 281,033 shares (Direct)
Footnotes (1)
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Form 4 Insider Transactions: What Each Field Means →
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
X
 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*
Tarnok Michael P.
(Last) (First) (Middle)
C/O DYADIC INTERNATIONAL, INC.
1044 NORTH U.S. HIGHWAY ONE, SUITE 201
(Street)
JUPITER FL 33477-5094
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DYADIC INTERNATIONAL INC [ DYAI ] 		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)
06/20/2025
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 06/20/2025 M 10,776 A (1) 281,033 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 (1) 06/20/2025 M 10,776(1) (1) (1) Common Stock 10,776 $0 0 D
Explanation of Responses:
1. The restricted stock units vested upon retirement from service as a member of the board of directors.
/s/ Ping Rawson, attorney-in-fact 06/24/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did DYAI disclose on Form 4?

Michael P. Tarnok converted 10,776 RSUs into common stock on 06/20/2025 with no share sales.

Did the Dyadic director sell any shares?

No. The transaction code "M" reflects a conversion; no shares were sold and the insider’s holding rose to 281,033 shares.

Why did the RSUs vest for Michael P. Tarnok?

The RSUs vested automatically upon his retirement from the board of directors as specified in the award agreement.

How much dilution results from the 10,776 new shares?

Approximately 0.04 % of Dyadic’s ~26 million outstanding shares, an immaterial impact.

Does the filing mention a successor for the departing director?

No successor or board change details are provided in this Form 4; investors must wait for further disclosures.