MariMed Inc. (MRMD) COO reports RSU vesting, share withholding for taxes

Rhea-AI Filing Summary

MariMed Inc. Chief Operating Officer Timothy Shaw reported equity transactions involving company stock. On 11/29/2025, 81,250 restricted stock units (RSUs) converted into the same number of MariMed common shares at an exercise price of $0, increasing his directly held shares. On the same date, 23,847 common shares were withheld by MariMed at a price of $0.0896 per share to cover tax obligations tied to the RSU vesting. After these transactions, Shaw directly owned 9,191,315 shares of common stock.

In addition, 2,000,000 MariMed shares are held indirectly through the Shaw Family Trust, an irrevocable trust for his children, for which his spouse is trustee and as to which he disclaims beneficial ownership. The RSUs that vested on November 29, 2025 were part of a grant made on November 29, 2024, with the remaining RSUs from that grant scheduled to vest in four equal installments on May 29, 2026, November 29, 2026, May 29, 2027, and November 29, 2027.

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

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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^*

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)
11/29/2025

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	11/29/2025		M		81,250	A	$0(1)	9,215,162	D
Common stock	11/29/2025		F		23,847(2)	D	$0.0896	9,191,315	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)	11/29/2025		M			81,250	(4)	(4)	Common Stock, par value $.001 per share	81,250	$0	162,500	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 November 29, 2024; the remaining RSUs under this grant will vest in four equal installments, on each of May 29, 2026, November 29, 2026, May 29, 2027 and November 29, 2027, in accordance with the terms of an award agreement between the Issuer and the Reporting Person.

Remarks:

	/s/ Timothy Shaw	12/01/2025
	** 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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FAQ

What insider transaction did MariMed Inc. (MRMD) report for Timothy Shaw?

MariMed Inc. reported that Chief Operating Officer Timothy Shaw had 81,250 RSUs convert into the same number of common shares on 11/29/2025, at an exercise price of $0.

How many MariMed (MRMD) shares does Timothy Shaw own after the reported Form 4 transactions?

Following the reported transactions, Timothy Shaw directly owned 9,191,315 shares of MariMed Inc. common stock, with an additional 2,000,000 shares held indirectly by the Shaw Family Trust, for which he disclaims beneficial ownership.

Why were 23,847 MariMed (MRMD) shares withheld in Timothy Shaw’s Form 4 filing?

The 23,847 MariMed common shares were withheld by the company at a price of $0.0896 per share to satisfy tax withholding obligations arising from the vesting of Timothy Shaw’s RSUs.

What are the key terms of Timothy Shaw’s MariMed RSU grant mentioned in the filing?

The RSUs were granted on November 29, 2024. After the vesting on November 29, 2025, the remaining RSUs from this grant are scheduled to vest in four equal installments on May 29, 2026, November 29, 2026, May 29, 2027 and November 29, 2027, under an award agreement between MariMed and Timothy Shaw.

How is the Shaw Family Trust related to Timothy Shaw’s MariMed (MRMD) holdings?

The Shaw Family Trust holds 2,000,000 MariMed shares for the benefit of Timothy Shaw’s children, with his spouse as trustee. The filing states that he disclaims beneficial ownership of these securities.

What does it mean that MariMed RSUs convert to common stock on a one-for-one basis?

The filing explains that RSUs convert to shares of common stock on a one-for-one basis, meaning each RSU becomes one share of MariMed common stock when it vests.