KonaTel CEO Exercises 375K Options at $0.22; Deferred Pay Used

Rhea-AI Filing Summary

Sean McEwen, Chairman and CEO of KonaTel, Inc. (KTEL), exercised 375,000 common stock options on 09/16/2025 at an exercise price of $0.22 per share, resulting in 16,934,262 shares beneficially owned following the transaction. The $82,500 exercise price was paid to the company by credit against deferred compensation previously owed to Mr. McEwen; that set-off had been approved by the company's board on January 11, 2022. These options trace to a 2017 merger in which Mr. McEwen received non‑compensatory options and shares in exchange for his prior ownership in KonaTel Nevada. The Form 4 is signed by Mr. McEwen and reports both the non‑derivative increase in common shares and related option exercises recorded on the same date.

Positive

• Exercise documented and authorized: 375,000 options exercised with exercise payment satisfied by a board‑approved deferred compensation credit.
• Increased disclosed ownership: Beneficial ownership reported rising to 16,934,262 shares after the transaction.
• Clear provenance of options: Options tied to a 2017 merger and previously identified as non‑compensatory, with board resolutions on record.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider exercised options for 375,000 shares via deferred compensation set‑off, modestly increasing beneficial ownership to 16.93M shares.

The filing documents a routine exercise of non‑compensatory options originally issued in connection with a 2017 merger. The exercise price of $0.22 per share was satisfied by a credit against previously deferred compensation approved by the board, rather than new cash flowing into the company. This increases reported beneficial ownership from 16,559,262 to 16,934,262 shares and retires the exercised option tranches. From a disclosure perspective, the filing is complete and ties the options to their original issuance and board approvals.

Corporate Governance Expert

TL;DR: Transaction is consistent with earlier board approvals and documents the mechanics of exercise and payment by offset.

The Form 4 properly references the non‑compensatory nature of the options issued in the 2017 merger and notes the board's unanimous consent in 2022 allowing the deferred compensation offset. The filing clarifies which option tranches were exercised and the remaining post‑exercise position. No additional corporate actions, amendments, or compensatory grants are disclosed in this filing.

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
Estimated average burden
hours per response:			0.5

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^*

McEwen David S

(Last) (First) (Middle)

500 N. CENTRAL EXPRESSWAY

SUITE 202

(Street)

PLANO TX 75074

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KonaTel, Inc. [ KTEL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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
Common Stock								16,559,262	D
Common Stock	09/16/2025		M		375,000(2)	A	$0.22(3)	16,934,262	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
Option	$0.22							09/18/2019	09/18/2025	Common Stock	187,500(1)		187,500	D
Option	$0.22							12/18/2019	12/18/2025	Common Stock	187,500(1)		375,000	D
Option	$0.22	09/16/2025		M			187,500	09/18/2019	09/18/2025	Common Stock	187,500(2)	$0.22(3)	187,500	D
Option	$0.22	09/16/2025		M			187,500	12/18/2019	12/18/2025	Common Stock	187,500(2)	$0.22(3)	0	D

Explanation of Responses:

1. Mr. McEwen received these non-compensatory stock options on December 18, 2017, as part of an exchange of his shares in KonaTel, Inc., a Nevada corporation ("KonaTel Nevada"), for shares of Common Stock and these non-compensatory stock options under a merger whereby the Company acquired KonaTel Nevada from Mr. McEwen, its sole shareholder. Mr. Mark Savage, as the then sole member of the Board of Directors of the Company, adopted Board resolutions of the Company on November 15, 2017, resolving that all securities issued under the KonaTel merger would be exempt from the provisions of Rule 16b-3(d)(1) adopted pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

2. Effective December 18, 2017, the Company completed an Agreement and Plan of Merger whereby a newly formed wholly owned subsidiary merged with and into KonaTel Nevada, and under which KonaTel Nevada was the surviving corporation and became a wholly owned subsidiary of the Company. Mr. McEwen was the sole shareholder of KonaTel Nevada and received merger consideration of 13,500,000 shares of the Company's Common Stock and 1,500,000 non-compensatory stock options to acquire shares of the Company's Common Stock under the merger. On September 16, 2025, Mr. McEwen exercised his seventh and eighth tranches of 187,500 stock options for a total of 375,000 shares of Common Stock.

3. $82,500 exercise price, has been paid to the Company, effective September 16, 2025, by credit against deferred compensation owed to Mr. McEwen by the Company for prior services rendered, which was approved by unanimous consent of the Company's Board of Directors on January 11, 2022.

	/s/ Sean McEwen	09/16/2025
	** 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

What did Sean McEwen file on Form 4 for KTEL?

He reported exercising 375,000 stock options on 09/16/2025 at $0.22 per share and an increase in beneficial ownership to 16,934,262 shares.

How was the $82,500 exercise price paid for the KTEL option exercise?

The $82,500 exercise price was paid by credit against deferred compensation owed to Mr. McEwen, as approved by the board on January 11, 2022.

Where did the exercised options originate?

The options were non‑compensatory awards received in connection with a December 18, 2017 merger involving KonaTel Nevada.

How many shares does Mr. McEwen beneficially own after the reported transaction?

16,934,262 shares of common stock following the 09/16/2025 exercises.

Did the Form 4 indicate any new compensatory grants or board actions beyond the previously approved offset?

No. The filing references prior board approvals and the original option issuance; it does not disclose new compensatory grants or additional corporate actions.