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.

Insights

Securities Analyst

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.

Corporate Governance Expert

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.

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).

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^*

Pazdan Christopher

(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 Operating 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)		21,308		(3)	(3)	Common Stock	21,308	$0	21,308	D
Restricted Stock Units(1)	(2)	05/12/2025		A(1)		21,308		(4)	(4)	Common Stock	21,308	$0	21,308	D
Option to buy Common Stock(1)	$3.21	05/12/2025		A(1)		36,077		(5)	05/12/2035	Common Stock	36,077	$0	36,077	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 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.

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. Power of Attorney has been previously filed.

	/s/ Thomas Adams-Attorney-in- Fact	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.
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FAQ

What awards did KRMD COO Christopher Pazdan receive on 05/12/2025?

Pazdan received two restricted stock unit grants of 21,308 RSUs each (total 42,616 RSUs) and an option to buy 36,077 shares at a $3.21 exercise price.

What are the vesting terms for the time-based RSUs and options in the KRMD Form 4?

One-fourth of the time-based RSUs and the option vests on 05/12/2026 and on each first, second and third anniversary thereafter.

How do the performance-based RSUs reported for KRMD vest or pay out?

The performance-based RSUs vest based on performance measured as of 12/31/2027; the reported amount is the target, payable 0%-150% depending on performance, with additional multipliers as described in the filing.

What is the term and strike price of the option awarded to Pazdan?

The option covers 36,077 shares with a $3.21 exercise price and an expiration date of 05/12/2035.

Do the restricted stock units immediately convert into shares?

No. Each restricted stock unit represents a contingent right to receive one share upon vesting.

Does this Form 4 filing admit that the reporting person is the beneficial owner of the securities?

No. The filing includes a statement that it shall not be construed as an admission that the person filing is the beneficial owner for purposes of Section 16.