[Form 4] MARIMED INC. Insider Trading Activity

Rhea-AI Filing Summary

Timothy Shaw, Chief Operating Officer and director of Marimed Inc. (MRMD), reported vesting and related transactions on 09/15/2025. 81,772 restricted stock units (RSUs) converted into 81,772 shares and were reported as acquired at $0 per share; the RSUs were granted on May 23, 2025 and the remaining portion will vest on December 15, 2025. To satisfy tax withholding on the vesting, 24,001 shares were withheld by the issuer at an effective price of $0.1374 per share. Following these transactions, the filing shows 9,048,361 shares beneficially owned directly and 2,000,000 shares held indirectly by the Shaw Family Trust (for the benefit of the reporting person’s children), of which Mr. Shaw disclaims beneficial ownership.

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting increased direct holdings modestly; tax-withholding reduced net issued shares.

The filing documents a standard equity compensation event: 81,772 RSUs vested and converted to common stock, while 24,001 shares were withheld to cover tax obligations, netting an increase in reported direct ownership to 9,048,361 shares. The transaction values are small relative to large-cap equity movements and reflect compensation mechanics rather than open-market trading. Investors can view this as an alignment of management with shareholders through equity-based pay, though the filing contains no sale or purchase in the open market.

Corporate Governance Expert

TL;DR: Disclosure is complete for the vesting event and beneficial ownership; the trust disclosure clarifies indirect holdings.

The report appropriately discloses both direct and indirect holdings and the nature of the Shaw Family Trust, including a disclaimer of beneficial ownership by the reporting person. The timing and explanation of grant, vesting schedule, and tax-withholding are clearly stated. This is a routine compliance filing and does not indicate any change in governance or control.

Insider Trade Summary

81,772 shares exercised/converted

Mixed 4 txns

Insider Shaw Timothy

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	81,772	$0.00	--
Exercise	Common stock	81,772	$0.00	--
Tax Withholding	Common stock	24,001	$0.1374	$3K
holding	Common stock	--	--	--

Holdings After Transaction: Restricted Stock Units (RSU) — 81,772 shares (Direct); Common stock — 9,072,362 shares (Direct); Common stock — 2,000,000 shares (Indirect, By the Shaw Family Trust)

Footnotes (1)

1. RSUs convert to shares of common stock on a one-for-one basis. Reflects shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs. The Reporting Person's spouse is the trustee of the trust and the shares held in the trust are for the benefit of the Reporting Person's children. The trust is an irrevocable trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These RSUs were granted on May 23, 2025; the remaining RSUs will vest on December 15, 2025 in accordance with the terms of an award agreement between the Issuer and the Reporting Person.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Shaw Timothy

(Last) (First) (Middle)

C/O MARIMED INC.

10 OCEANA WAY

(Street)

NORWOOD, MA 02062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARIMED INC. [ MRMD ]

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)
09/15/2025

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	09/15/2025		M		81,772	A	$0(1)	9,072,362	D
Common stock	09/15/2025		F		24,001(2)	D	$0.1374	9,048,361	D
Common stock								2,000,000	I	By the Shaw Family Trust(3)

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 (RSU)	(1)	09/15/2025		M			81,772	(4)	(4)	Common Stock, par value $.001 per share	81,772	$0	81,772	D

Explanation of Responses:

1. RSUs convert to shares of common stock on a one-for-one basis.

2. Reflects shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

3. The Reporting Person's spouse is the trustee of the trust and the shares held in the trust are for the benefit of the Reporting Person's children. The trust is an irrevocable trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. These RSUs were granted on May 23, 2025; the remaining RSUs will vest on December 15, 2025 in accordance with the terms of an award agreement between the Issuer and the Reporting Person.

Remarks:

	/s/ Timothy Shaw	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).
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