[Form 4] KORU Medical Systems, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Thomas Edward Adams, Chief Financial Officer of KORU Medical Systems (KRMD), received equity awards under the company’s 2024 Omnibus Equity Incentive Plan as part of the 2025 Long-Term Incentive Program. The grants include 32,773 restricted stock units that vest one-fourth on May 12, 2026 and annually thereafter, 32,773 performance-based restricted stock units payable at target (the Reporting Person could earn 0%-150% of the reported amount, further multiplied by between 0.5 to 1.5) based on performance as of December 31, 2027 and vesting at 100% on a change in control prior to that date, and an option to purchase 55,583 shares with a stated exercise price of $3.21 that vests one-fourth on May 12, 2026 and annually thereafter. Each reported position is listed as direct ownership.

Positive

• Awards granted under the 2024 Omnibus Equity Incentive Plan as part of the 2025 Long-Term Incentive Program, indicating a formal compensation framework
• Performance-based RSUs include an explicit target and a disclosed payout range (0%-150%) with an additional multiplier, aligning some pay to measurable outcomes
• Time-based vesting for RSUs and options (one-fourth vests on May 12, 2026 and annually thereafter) provides retention incentives

Negative

• Potential share impact: reported underlying amounts total 121,129 shares (32,773 + 32,773 + 55,583), which could dilute existing holders if fully vested/exercised
• Complex payout formula for performance RSUs (0%-150% range multiplied by 0.5–1.5) creates uncertainty about final share delivery

Insights

Financial Analyst

TL;DR: CFO received time-based and performance equity awards totaling 121,129 underlying shares, with multi-year vesting and a $3.21 option price.

The filings show a mix of time-based restricted stock units, performance-based restricted stock units and stock options granted to the CFO under the 2024 Omnibus Equity Incentive Plan tied to the 2025 LTIP. The time-based awards and option vest one-quarter on May 12, 2026 and annually thereafter, creating a standard four-year vesting schedule. The performance RSUs are reported at target with a disclosed payout range and a separate multiplier, and vest based on performance as of December 31, 2027 or immediately at 100% upon an earlier change in control. From an investor perspective, these awards are typical retention and incentive instruments; the filing does not disclose company-wide share counts, so the proportional dilution cannot be determined from this form alone.

Corporate Governance Expert

TL;DR: Grants combine time-based vesting with performance conditions and change-in-control protections, aligning pay with multi-year outcomes.

The award structure explicitly ties a portion of compensation to multi-year performance metrics and retains standard change-in-control vesting features. The performance RSUs identify a target payout and a 0%-150% performance range plus an additional 0.5x–1.5x multiplier, which creates conditional upside but also complexity in final share delivery. The disclosures are clear about direct ownership and vesting triggers, but the form does not provide total outstanding shares or mention potential accounting expense, so governance assessment is limited to award mechanics disclosed here.

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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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^*

Adams Thomas Edward

(Last) (First) (Middle)

C/O KORU MEDICAL SYSTEMS, INC.

100 CORPORATE DRIVE

(Street)

MAHWAH NJ 07430

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KORU Medical Systems, Inc. [ KRMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2025

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

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 Units(1)	(2)	05/12/2025		A(1)		32,773		(3)	(3)	Common Stock	32,773	$0	32,773	D
Restricted Stock Units(1)	(2)	05/12/2025		A(1)		32,773		(4)	(4)	Common Stock	32,773	$0	32,773	D
Option to buy Common Stock(1)	$3.21	05/12/2025		A(1)		55,583		(5)	05/12/2035	Common Stock	55,583	$0	55,583	D

Explanation of Responses:

1. Each of the reported securities represent awards made pursuant to the Company's 2024 Omnibus Equity Incentive Plan in connection with the Company's 2025 Long-Term Incentive Program.

2. Each restricted stock unit represents a contingent right to receive one share of KORU Medical Systems, Inc. (the "Company") upon vesting.

3. One-fourth will vest on May 12, 2026 and on each first, second and third anniversary thereof or upon an earlier chance in control of the Company.

4. These restricted stock units will vest based upon achievement of certain performance conditions as of December 31, 2027. The amount reported represents the amount of shares payable at target performance; the Reporting Person could earn 0%-150% of the amount reported depending on the level of performance achieved, multiplied by between 0.5 to 1.5 times of the earned number of shares. These restricted stock units will vest at 100% of the amount reported upon a change in control of the Company prior to December 31, 2027.

5. One-fourth will vest on May 12, 2026 and on each first, second and third anniversary thereof.

Remarks:

The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.

	/s/ Thomas Adams	08/07/2025
	** 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

Who filed the Form 4 for KRMD?

The reporting person is Thomas Edward Adams, identified as the Chief Financial Officer of KORU Medical Systems.

What equity awards were disclosed in the KRMD Form 4?

The Form 4 reports 32,773 restricted stock units, 32,773 performance-based restricted stock units (target), and an option to purchase 55,583 shares with an exercise price of $3.21.

What are the vesting terms disclosed for the grants?

For time-based awards and the option, one-fourth vests on May 12, 2026 and on each first, second and third anniversary thereafter. Performance RSUs vest based on performance as of December 31, 2027 and vest at 100% on a change in control prior to that date.

How is the performance RSU payout determined?

The performance RSUs are reported at target (32,773); the Reporting Person could earn 0%-150% of that amount depending on performance, further multiplied by between 0.5 to 1.5 of the earned shares.

Are the reported holdings direct or indirect?

Each reported award is listed as Direct (D) ownership in the Form 4.