KORU Medical (KRMD) grants CFO RSUs, PSUs and stock options

Rhea-AI Filing Summary

KORU Medical Systems reported several equity transactions for Chief Financial Officer Thomas Edward Adams. He received grants of 38,918 restricted stock units and 38,918 performance stock units, each representing the right to receive one share of common stock upon vesting. The restricted stock units were granted under the 2024 Omnibus Equity Incentive Plan and vest in equal increments on March 17, 2027 and on the first, second and third anniversaries of that date. The performance stock units are tied to performance through December 31, 2028, with potential payout between 0% and 150% of the 38,918-share target, and they vest in full at the reported amount upon a change in control before that date. Adams also received an option to buy 58,490 shares of common stock at an exercise price of $4.35 per share, expiring on March 17, 2036. In a related event, 5,404 shares of common stock were issued upon vesting of restricted stock units, and 2,123 of those shares were withheld at $4.28 per share to satisfy tax obligations, leaving 3,281 shares held directly.

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^*

Adams Thomas Edward

(Last) (First) (Middle)

C/O KORU MEDICAL SYSTEMS, INC.

100 CORPORATE DRIVE

(Street)

MAHWAH NEW JERSEY 07430

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/16/2026		M		5,404	A	$0(1)	5,404	D
Common Stock	03/16/2026		F(2)		2,123	D	$4.28	3,281	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	(3)	03/17/2026		A		38,918		(4)	(4)	Common Stock	38,918	$0	38,918	D
Performance Stock Unit	(3)	03/17/2026		A		38,918		(5)	(5)	Common Stock	38,918	$0	38,918	D
Option to buy Common Stock	$4.35	03/17/2026		A		58,490		(4)	03/17/2036	Common Stock	58,490	$0	58,490	D

Explanation of Responses:

1. Represents common stock issued upon vesting of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.

2. Represents shares withheld to satisfy tax obligations upon vesting of restricted stock units.

3. Each unit represents a right to receive one share of common stock underlying the vested award on the applicable vesting date.

4. This restricted stock unit award was granted under the Issuer's 2024 Omnibus Equity Incentive Plan. The units comprising the award vest in equal increments on March 17, 2027 and each first, second and third anniversaries thereof (each, a vesting date).

5. These units will vest based upon the achievement of certain performance conditions as of December 31, 2028. 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. These units will vest at 100% of the amount reported upon a change in control of the Company prior to December 31, 2028.

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 Edward Adams	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did KORU Medical (KRMD) grant its CFO?

KORU Medical granted its CFO 38,918 restricted stock units, 38,918 performance stock units and an option to buy 58,490 shares at $4.35. These awards link his compensation to future service and company performance conditions.

How do the new restricted stock units for KRMD’s CFO vest?

The restricted stock units vest in equal increments on March 17, 2027 and on the first, second and third anniversaries of that date. Each vested unit delivers one share of KORU Medical common stock, aligning compensation with multi‑year service.

What performance conditions apply to KORU Medical (KRMD) performance stock units?

The performance stock units vest based on performance as of December 31, 2028. The CFO can earn 0% to 150% of the 38,918 target shares, with 100% vesting at the reported amount if a change in control occurs before that date.

What are the key terms of the stock options granted to KRMD’s CFO?

The CFO received options on 58,490 KORU Medical shares at an exercise price of $4.35 per share. These options expire on March 17, 2036, giving him long-term potential upside if the company’s share price exceeds the strike price.

Why were some KORU Medical (KRMD) shares withheld in the Form 4 filing?

When 5,404 shares were issued upon restricted stock unit vesting, 2,123 shares were withheld at $4.28 per share to cover tax obligations. This tax withholding is a non-market disposition and leaves the CFO holding 3,281 shares from that vesting.