[8-K] Meridian Corporation Reports Material Event

Rhea-AI Filing Summary

Tecogen Inc. (TGEN) — Form 4 filed 07/28/2025

CEO & Director Abinand Rangesh reported equity compensation granted on 07/24/2025:

• Restricted stock: 53,892 common shares acquired at $0 cost; award vests 25 % per year. Direct ownership rises to 64,193 shares.
• Stock options: Two option grants for 24,075 and 12,048 shares (total 36,123) with a $8.35 strike, first tranche exercisable 07/24/2026; options expire 07/24/2035. Aggregate derivative holdings increase to 306,123 options.

No dispositions or open-market purchases were reported. The transactions expand the CEO’s economic stake and aim to align management incentives with shareholder value; dilution impact appears immaterial relative to company float but exact share-count context is not provided.

Positive

• CEO’s direct ownership increases by 53,892 shares, improving management–shareholder alignment.
• No insider sales reported, removing immediate selling pressure.

Negative

• New equity grants introduce incremental dilution, albeit likely minor for shareholders.

Insights

Financial Analyst

TL;DR: CEO receives 54 K RSUs and 36 K options; no sales, neutral-to-slightly positive signal.

The Form 4 shows pure incentive grants—no cash purchases or disposals—so insider sentiment is unchanged. Award size is modest versus micro-cap floats and strike ($8.35) likely above current price, meaning options carry performance leverage. Added 53,892 shares boosts direct stake to 64,193, keeping alignment. Absent selling pressure, market impact should be minimal; nevertheless, fresh dilution (≈0.3 % if float ~13 M) slightly offsets positives. Overall, governance-driven, not operationally material.

Corporate Governance Specialist

TL;DR: Standard annual equity compensation; aligns incentives, limited dilution risk.

Vesting schedules (25 % yearly) encourage multi-year retention. Strike price equal across grants simplifies future disclosure and reduces complexity. No accelerated vesting clauses noted. The mix of RSUs and options balances downside protection and upside motivation. Because awards are service-based and granted at fair-market value, they comply with typical small-cap governance practices. I view the filing as routine; impact on voting power and EPS dilution should be negligible unless additional large grants follow.

Meridian Corp0001750735false00017507352025-07-282025-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

July 28, 2025

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

Pennsylvania

000-55983

83-1561918

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Ident. No.)

9 Old Lincoln Highway, Malvern, Pennsylvania

19355

(Address of principal executive offices)

(Zip Code)

(484) 568-5000 Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock, $1 par value

MRBK

The NASDAQ Stock Market

Item 7.01.            Regulation FD Disclosures.

On July 28, 2025, in connection with the issuance of its earnings for the three months ended June 30, 2025, Meridian Corporation has also made available on its website materials that contain supplemental information about the Corporation's financial results (“Earnings Supplement”). A copy of the earnings supplement is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 7.01.

The information contained in this Item 7.01 of this Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.            Financial Statements and Exhibits.

(d)    Exhibits. The following exhibit is furnished herewith:

99.1 Earnings Supplement, issued July 28, 2025

EXHIBIT INDEX

Exhibit No.						Description of Exhibit
99.1						Earnings Supplement, issued July 28, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MERIDIAN CORPORATION (Registrant)

Dated:  July 28, 2025

By:

/s/  Denise Lindsay

Denise Lindsay

Executive Vice President and Chief Financial Officer

FAQ

How many Tecogen (TGEN) shares did CEO Abinand Rangesh acquire on 24-Jul-2025?

He received 53,892 restricted shares that vest 25 % per year.

What is the CEO’s total direct share ownership after the reported transaction?

His direct holdings increased to 64,193 common shares.

What stock options were granted to the CEO and at what price?

Two option grants totaling 36,123 shares were issued with a $8.35 exercise price.

When do the newly granted options first become exercisable and when do they expire?

They start vesting on 07/24/2026 (25 % per year) and expire on 07/24/2035.

Were any shares sold by the CEO in this Form 4?

No shares were sold; the filing only reports awards and option grants.

Does the filing indicate any change in the CEO’s indirect ownership?

All reported holdings are marked as Direct (D); no indirect ownership changes were disclosed.