MRMD Form 4: 9,981 RSUs vested; 2,000,000 trust shares disclosed

Rhea-AI Filing Summary

Marimed Inc. Chief Operating Officer Timothy Shaw reported transactions on 10/02/2025 showing receipt of 9,981 restricted stock units (RSUs) that convert one-for-one into common shares and the vesting-triggered withholding of 2,930 shares to satisfy taxes at $0.161 per share. After these transactions Mr. Shaw directly beneficially owns 9,055,412 shares and indirectly holds 2,000,000 shares through the irrevocable Shaw Family Trust, for a combined reported interest disclosed on the Form 4.

Positive

• 9,981 RSUs were granted/vested, converting one-for-one into common shares
• Direct beneficial ownership of 9,055,412 shares reported after the transactions
• 2,000,000 shares held in an irrevocable Shaw Family Trust, adding disclosed indirect interest

Negative

• 2,930 shares were withheld to satisfy tax withholding obligations connected to RSU vesting
• Filing discloses no sales or reductions in shareholding; no liquidity event reported

Insights

Insider Transactions Analyst

Officer received RSUs and reports meaningful direct and indirect holdings.

The filing shows a grant/vesting event on 10/02/2025 where 9,981 RSUs were recorded as acquired and will convert to common stock one-for-one. The issuer withheld 2,930 shares to cover taxes at $0.161 per share.

The reporting person now directly holds 9,055,412 shares and indirectly holds 2,000,000 shares via an irrevocable family trust (the Reporting Person disclaims beneficial ownership of the trust shares). This mix of direct and indirect holdings is material to ownership disclosure but the filing contains no resale, sale, or pledge activity.

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).

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)
10/02/2025

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	10/02/2025		M		9,981	A	$0(1)	9,058,342	D
Common stock	10/02/2025		F		2,930(2)	D	$0.161	9,055,412	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)	10/02/2025		M			9,981	(4)	(4)	Common Stock, par value $.001 per share	9,981	$0	29,945	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; the remaining RSUs will vest in three equal installments on each of April 2, 2026, October 2, 2026 and April 2, 2027 in accordance with the terms of an award agreement between the Issuer and the Reporting Person.

Remarks:

	/s/ Timothy Shaw	10/02/2025
	** 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).
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.

FAQ

What did Marimed (MRMD) COO Timothy Shaw report on 10/02/2025?

He reported receipt of 9,981 RSUs that convert one-for-one to common shares and tax withholding of 2,930 shares.

How many MRMD shares does Timothy Shaw beneficially own after the filing?

The Form 4 reports 9,055,412 shares held directly and 2,000,000 shares indirectly via the Shaw Family Trust.

Were any MRMD shares sold by Timothy Shaw in this filing?

No. The reported transactions are acquisitions/vestings and a tax withholding; there are no sales reported.

Why were 2,930 MRMD shares recorded at $0.161 each?

Those shares were withheld by the issuer to satisfy tax withholding obligations in connection with RSU vesting at the reported per-share price of $0.161.

Does Timothy Shaw claim beneficial ownership of the 2,000,000 trust shares?

The filing states the trust is irrevocable, the spouse is trustee, the shares benefit the Reporting Person's children, and the Reporting Person disclaims beneficial ownership of those trust shares.