MariMed (MRMD) COO exercises RSUs; tax withholding and family trust stake detailed

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MariMed Inc. Chief Operating Officer Timothy Shaw exercised restricted stock units into common stock. On April 2, 2026, 9,982 RSUs converted to 9,982 shares of common stock on a one-for-one basis, increasing his direct holdings.

Of these shares, 3,459 were withheld by MariMed to cover tax withholding obligations, leaving Shaw with 9,357,700 shares of common stock held directly. Separately, 2,000,000 shares are held indirectly by the Shaw Family Trust for the benefit of his children, and he disclaims beneficial ownership of those securities. The RSU grant continues, with 9,981 RSUs scheduled to vest on October 2, 2026, and 9,982 RSUs on April 2, 2027.

Insider Trade Summary

9,982 shares exercised/converted

Mixed 4 txns

Insider Shaw Timothy

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units (RSU)	9,982	$0.00	--
Exercise	Common stock	9,982	$0.00	--
Tax Withholding	Common stock	3,459	$0.0691	$239.02
holding	Common stock	--	--	--

Holdings After Transaction: Restricted Stock Units (RSU) — 19,963 shares (Direct); Common stock — 9,361,159 shares (Direct); Common stock — 2,000,000 shares (Indirect, By the Shaw Family Trust)

Footnotes (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 April 2, 2024; of the remaining RSUs under this grant, 9,981 will vest on October 2, 2026, and 9,982 will vest on April 2, 2027 in accordance with the terms of an award agreement between the Issuer and the Reporting Person.

Key Figures

RSUs exercised: 9,982 RSUs Shares withheld for taxes: 3,459 shares at $0.0691 Direct common stock holdings: 9,357,700 shares +3 more

6 metrics

RSUs exercised 9,982 RSUs Converted to common stock on April 2, 2026

Shares withheld for taxes 3,459 shares at $0.0691 Withheld to satisfy tax obligations on RSU vesting

Direct common stock holdings 9,357,700 shares Shares of MariMed common stock held directly after transactions

Indirect trust holdings 2,000,000 shares Common stock held by the Shaw Family Trust; beneficial ownership disclaimed

Future RSU vesting 9,981 RSUs Scheduled to vest on October 2, 2026 from April 2, 2024 grant

Future RSU vesting 9,982 RSUs Scheduled to vest on April 2, 2027 from same RSU grant

Key Terms

Restricted Stock Units (RSU), tax withholding obligations, irrevocable trust, Section 16, +1 more

5 terms

Restricted Stock Units (RSU) financial

"security_title: Restricted Stock Units (RSU)"

tax withholding obligations financial

"withheld by the Issuer to satisfy tax withholding obligations"

irrevocable trust financial

"The trust is an irrevocable trust."

Section 16 regulatory

"beneficial owner of these securities for purposes of Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Shaw Family Trust financial

"nature_of_ownership: By the Shaw Family Trust"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 05:04 PM

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^*

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	04/02/2026		M		9,982	A	$0⁽¹⁾	9,361,159	D
Common stock	04/02/2026		F		3,459⁽²⁾	D	$0.0691	9,357,700	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (RSU)	⁽¹⁾	04/02/2026		M			9,982	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.001 per share	9,982	$0	19,963	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 April 2, 2024; of the remaining RSUs under this grant, 9,981 will vest on October 2, 2026, and 9,982 will vest on April 2, 2027 in accordance with the terms of an award agreement between the Issuer and the Reporting Person.

Remarks:

	/s/ Timothy Shaw	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did MariMed (MRMD) COO Timothy Shaw do in this Form 4 filing?

Timothy Shaw exercised 9,982 restricted stock units into common stock at MariMed. These RSUs converted one-for-one into shares, increasing his direct ownership, with a portion of the new shares withheld by the company to satisfy tax withholding obligations related to the vesting event.

How many MariMed (MRMD) shares does Timothy Shaw hold after these transactions?

After the reported transactions, Timothy Shaw directly holds 9,357,700 shares of MariMed common stock. In addition, 2,000,000 shares are held indirectly by the Shaw Family Trust for the benefit of his children, and he formally disclaims beneficial ownership of those trust-held securities.

Why were 3,459 MariMed (MRMD) shares disposed of in this Form 4?

The 3,459 shares shown as a disposition were withheld by MariMed to cover Shaw’s tax withholding obligations on the RSU vesting. This is recorded under transaction code F and represents a tax payment mechanism rather than an open-market sale of common stock.

What are the future vesting terms of Timothy Shaw’s MariMed (MRMD) RSUs?

The RSUs were originally granted on April 2, 2024. Of the remaining units under this grant, 9,981 RSUs are scheduled to vest on October 2, 2026, and another 9,982 RSUs are scheduled to vest on April 2, 2027, subject to the award agreement terms.

How are the MariMed (MRMD) shares in the Shaw Family Trust treated in this filing?

The filing reports 2,000,000 MariMed shares held indirectly by the Shaw Family Trust, an irrevocable trust for Shaw’s children. His spouse is trustee, and Shaw disclaims beneficial ownership of these securities for Section 16 and any other legal purpose in the disclosure.

Were any MariMed (MRMD) derivative securities remaining after Timothy Shaw’s RSU exercise?

The derivative position summary shows no remaining derivative securities in this filing. However, the footnotes clarify that additional RSUs from the April 2, 2024 grant will vest in tranches on October 2, 2026 and April 2, 2027, under the existing award agreement.