electroCore Form 4: 22k RSU Grant to Director James Theofilos

Rhea-AI Filing Summary

electroCore, Inc. (ECOR) – Form 4 filing: On 08/01/2025 director James C. Theofilos was granted 22,156 restricted stock units (RSUs) under the company’s 2018 Omnibus Equity Compensation Plan. Each RSU converts into one common share and vests in 12 equal quarterly installments over 36 months. The award was recorded at $0 purchase price, indicating an incentive grant rather than an open-market buy. After the transaction, Theofilos’ direct beneficial ownership increased to 23,547 shares, consisting of 22,156 unvested RSUs and 1,391 previously held common shares. No shares were sold, no derivative securities were reported, and the form was signed on 08/05/2025.

Positive

• 22,156 RSUs granted to a board member, modestly increasing insider ownership and aligning incentives over a three-year schedule.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small equity grant aligns director incentives; immaterial to float or earnings.

The 22,156-share RSU grant adds less than 0.1% to the company’s outstanding shares, so dilution is negligible. While insider acquisitions can signal confidence, this is a routine board compensation award at a zero cost basis. The three-year quarterly vesting promotes longer-term alignment but does not imply near-term market sentiment. Overall impact on valuation, liquidity, or governance is neutral.

Corporate Governance Expert

TL;DR: Standard equity compensation; supports alignment, no red flags detected.

Granting RSUs in lieu of cash preserves cash resources and ties director wealth to shareholder value—a common governance practice. Vesting over 36 months encourages board continuity. No accelerated vesting or preferential terms are disclosed. The modest share count and absence of sales mitigate concerns about opportunistic behavior. I view the filing as routine and not impactful to governance risk assessments.

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
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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^*

Theofilos James Charles

(Last) (First) (Middle)

C/O ELECTROCORE, INC.

200 FORGE WAY, SUITE 205

(Street)

ROCKAWAY NJ 07866

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
electroCore, Inc. [ ECOR ]

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)
08/01/2025

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	08/01/2025		A		22,156(1)	A	$0	23,547(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. These restricted stock units, which convert into common stock on a one-for-one basis ("RSUs"), were granted under the issuer's 2018 Omnibus Equity Compensation Plan and, except as otherwise provided in the award agreement, vest in 12 equal quarterly increments over a period of 36 months from the date of grant.

2. Includes 22,156 unvested RSUs and 1,391 shares of common stock.

	/s/ James C. Theofilos	08/05/2025
	** 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

How many electroCore (ECOR) shares did Director James Theofilos acquire?

He received 22,156 restricted stock units that convert 1-for-1 into common shares.

What is the vesting schedule for the ECOR RSU grant?

The RSUs vest in 12 equal quarterly installments over 36 months from the grant date.

What is Theofilos’ total beneficial ownership after the transaction?

He now directly owns 23,547 shares (22,156 unvested RSUs + 1,391 common shares).

Did the ECOR director sell any shares in this Form 4 filing?

No. The filing reports only an acquisition; no shares were sold or disposed.

What transaction code was used in the electroCore Form 4?

Transaction code “A” was reported, indicating an acquisition of securities.

At what price were the RSUs granted to the director?

The RSUs were granted at $0, reflecting an equity compensation award rather than a purchase.