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

Rhea-AI Filing Summary

Linda M. Tharby, who serves as President, CEO and a director of KORU Medical Systems (KRMD), was awarded equity under the company’s 2024 Omnibus Equity Incentive Plan as part of the 2025 Long-Term Incentive Program. The awards reported include 55,911 restricted stock units that vest one-fourth on May 12, 2026 and annually thereafter, 111,729 performance-based restricted stock units payable at target (the payout may range from 0%-150% of the reported amount and is further multiplied by 0.5x–1.5x depending on performance) that vest based on achievement as of December 31, 2027, and an option to buy 94,772 shares at a $3.21 exercise price expiring May 12, 2035 with one-fourth vesting annually beginning May 12, 2026.

The transaction date for these awards is reported as 05/12/2025. The filing notes that vesting may accelerate upon a change in control and clarifies the reported RSU amounts represent contingent rights or target awards rather than immediately issued shares.

Positive

• Grants align executive incentives by combining time-based RSUs, performance-based RSUs, and stock options to promote long-term value creation
• Performance-based component (111,729 RSUs at target with a 0%-150% payout and 0.5x–1.5x multiplier) explicitly ties reward to multi-year outcomes

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine CEO equity grants emphasize long-term alignment and include performance features; not unusually dilutive on their face.

The grants are typical of executive compensation designs, combining time-based and performance-based restricted stock units plus an option. Time-based vesting (one-fourth annually) promotes retention while performance-based RSUs align pay with multi-year outcomes through a 0%-150% payout band and an additional 0.5x–1.5x multiplier as stated. The filing explicitly states change-in-control acceleration for vesting. From a governance perspective, disclosures are clear on structure and contingencies; the materiality to shareholders depends on overall share count and past disclosure of equity run-rate, which are not provided in this statement.

Compensation Analyst

TL;DR: Mix of 167,640 RSU target awards and 94,772 options at $3.21 ties compensation to performance and future stock value.

The reported packages total 167,640 restricted stock units at target (55,911 time-based; 111,729 performance-based) plus 94,772 options with a $3.21 exercise price and a May 12, 2035 expiration. The performance RSUs explicitly allow a 0%-150% payout and an additional multiplier range, which creates a broad range for realized pay depending on performance outcomes. The option strike and ten-year term are typical for long-term retention. This is a compensation-focused filing without operational or financial performance disclosures beyond the grant mechanics.

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^*

Tharby Linda M

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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)		55,911		(3)	(3)	Common Stock	55,911	$0	55,911	D
Restricted Stock Units(1)	(2)	05/12/2025		A(1)		111,729		(4)	(4)	Common Stock	111,729	$0	111,729	D
Option to buy Common Stock(1)	$3.21	05/12/2025		A(1)		94,772		(5)	05/12/2035	Common Stock	94,772	$0	94,772	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 change 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.
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FAQ

What equity awards did KORU Medical (KRMD) report for its CEO on the Form 4?

The Form 4 reports 55,911 time-based restricted stock units, 111,729 performance-based restricted stock units (target), and an option to buy 94,772 shares.

When were the transactions dated for the KRMD awards?

The awards are reported with a transaction date of 05/12/2025.

What are the key vesting and performance terms for the RSUs?

One-fourth of the time-based RSUs and the option vest on May 12, 2026 and annually thereafter; the performance RSUs vest based on achievement as of December 31, 2027 with payouts of 0%-150% of target and an additional 0.5x–1.5x multiplier as described.

What is the exercise price and expiration for the reported option?

The reported option has an exercise price of $3.21 and an expiration date of May 12, 2035.

Does the filing say what happens to vesting on a change in control?

Yes. The filing states that the time-based RSUs, performance RSUs and options vest upon an earlier change in control as described in the award terms.