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MariMed COO converts 65K RSUs, withholds stock

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MARIMED INC. (MRMD) reported insider equity activity by Chief Operating Officer Timothy Shaw. On 2026-09-01, 65,000 Restricted Stock Units converted on a one-for-one basis into common stock. Of these, 22,523 shares of common stock were withheld at $0.0816 per share to satisfy tax withholding obligations, with the remaining shares effectively delivered to Shaw. Separately, 2,000,000 common shares are reported as held indirectly by the Shaw Family Trust for his children; the trust is irrevocable, Shaw’s spouse is trustee, and Shaw disclaims beneficial ownership of those securities.

Positive

  • None.

Negative

  • None.
Insider Shaw Timothy
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Stock Units (RSU) F1, F4 65,000 $0.00 $0.00
Exercise Common stock F1 65,000 $0.00 $0.00
Tax Withholding Common stock F2 22,523 $0.0816 $2K
holding Common stock F3 -- -- --
Holdings After Transaction: Restricted Stock Units (RSU) — 0 contracts (Direct); Common stock — 9,454,600 shares (Direct); Common stock — 2,000,000 shares (Indirect, By the Shaw Family Trust)
Footnotes (4)
  1. F1. RSUs convert to shares of common stock on a one-for-one basis.
  2. F2. Reflects shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.
  3. F3. 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. F4. The RSUs were granted on September 1, 2023; there are no remaining RSUs under this grant in accordance with the terms of an award agreement between the Issuer and the Reporting Person.
RSUs converted 65,000 shares Restricted Stock Units converting into MariMed Inc. common stock on 2026-09-01
Shares withheld for taxes 22,523 shares Common shares withheld to satisfy tax withholding obligations on RSU vesting
Withholding price per share $0.0816 per share Price used for shares of common stock withheld for tax obligations
Shaw Family Trust holdings 2,000,000 shares Indirectly held MariMed Inc. common stock in an irrevocable trust for Shaw’s children
Restricted Stock Units (RSU) financial
"Restricted Stock Units (RSU) convert to shares of common stock on a one-for-one basis"
tax withholding obligations financial
"Reflects shares of common stock withheld by the Issuer to satisfy tax withholding obligations"
irrevocable trust financial
"The trust is an irrevocable trust. The Reporting Person disclaims beneficial ownership"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of these securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

What insider equity transaction did MRMD COO Timothy Shaw report?

Timothy Shaw reported the conversion of 65,000 RSUs into common stock on 2026-09-01, with a portion of the resulting shares withheld to cover tax obligations, and the balance effectively increasing his directly held common stock position.

How many RSUs did Timothy Shaw have convert into MRMD common stock?

On 2026-09-01, 65,000 Restricted Stock Units (RSUs) held by Timothy Shaw converted into an equal number of shares of MariMed Inc. common stock, on a one-for-one basis, in accordance with the terms of his RSU award agreement dated September 1, 2023.

How many MRMD shares were withheld for Timothy Shaw’s tax obligations?

In connection with the vesting of RSUs, 22,523 shares of MariMed Inc. common stock were withheld at $0.0816 per share to satisfy Timothy Shaw’s tax withholding obligations related to that vesting event.

What MRMD share holdings are reported for the Shaw Family Trust?

The filing reports that the Shaw Family Trust holds 2,000,000 shares of MariMed Inc. common stock indirectly. The trust is irrevocable, benefits Timothy Shaw’s children, and is administered by his spouse as trustee; Shaw disclaims beneficial ownership of these securities.

Were Timothy Shaw’s MRMD transactions under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as relying on a trading plan, and the footnotes do not state that these equity transactions occurred pursuant to a Rule 10b5-1 or other pre-arranged trading arrangement.

When were Timothy Shaw’s RSUs originally granted by MRMD?

The RSUs that converted on 2026-09-01 were granted on September 1, 2023. The footnotes state that there are no remaining RSUs under this specific grant, consistent with the terms of the applicable award agreement.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Shaw Timothy

(Last)(First)(Middle)
C/O MARIMED INC.
10 OCEANA WAY

(Street)
NORWOOD, MASSACHUSETTS 02062

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MARIMED INC. [ MRMD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common stock09/01/2026M65,000A$0(1)9,477,123D
Common stock09/01/2026F22,523(2)D$0.08169,454,600D
Common stock2,000,000IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (RSU)(1)09/01/2026M65,000 (4) (4)Common Stock, par value $.001 per share65,000$00D
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. The RSUs were granted on September 1, 2023; there are no remaining RSUs under this grant in accordance with the terms of an award agreement between the Issuer and the Reporting Person.
Remarks:
/s/ Timothy Shaw09/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)