KRMD Form 4: Pazdan Awarded RSUs and 36,077 Options at $3.21
Rhea-AI Filing Summary
KORU Medical Systems insider award summary: Christopher Pazdan, the company’s Chief Operating Officer, received equity awards under the 2024 Omnibus Equity Incentive Plan as part of the 2025 Long-Term Incentive Program on 05/12/2025. The awards include two restricted stock unit grants of 21,308 RSUs each (total 42,616 RSUs); one grant vests time-based one-fourth on 05/12/2026 and annually thereafter, the other vests based on performance measured as of 12/31/2027 with potential payout from 0% to 150% of target and specified multipliers, and both convert to one share per vested unit. Pazdan also received an option for 36,077 shares with a $3.21 exercise price that vests one-fourth on 05/12/2026 and annually thereafter and expires on 05/12/2035. The filing states these awards were granted pursuant to the Company’s equity plan.
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Insights
TL;DR: Routine executive long-term incentive awards: time-based RSUs, performance RSUs, and options—no immediate cash impact but potential future dilution.
The reported grants are standard long-term incentive compensation typically used to align executive interests with shareholder outcomes. The time-based RSUs and options vest over four years, encouraging retention, while the performance-based RSUs tie pay to outcomes through 0%-150% payout mechanics at target, adding performance linkage. The option strike of $3.21 and a 10-year term are ordinary for broad-based plans. From an investor-impact perspective, the awards create potential future dilution equal to the total shares under awards if they vest and options are exercised, but no cash proceeds or immediate ownership transfer occurred at grant.
TL;DR: Governance-wise this is a standard Form 4 disclosure of compensation grants with explicit vesting and performance conditions.
The disclosure clearly describes grant types and vesting schedules, including contingent rights for RSUs and performance metrics for one award, which is consistent with transparency expectations. The filing also includes the company plan reference and a statement clarifying that the filing should not be construed as admission of beneficial ownership. This is a routine governance disclosure rather than a material corporate event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 21,308 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 21,308 | $0.00 | -- |
| Grant/Award | Option to buy Common Stock | 36,077 | $0.00 | -- |
Footnotes (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. Each restricted stock unit represents a contingent right to receive one share of KORU Medical Systems, Inc. (the "Company") upon vesting. 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. These restricted stock units will vest based upon achievement of certain performance conditions as of December 31, 2027 or upon an earlier change in control of the Company. 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. One-fourth will vest on May 12, 2026 and on each first, second and third anniversary thereof.
