[Form 4] NETWORK-1 TECHNOLOGIES, INC. Insider Trading Activity

Rhea-AI Filing Summary

Robert M. Mahan, Chief Financial Officer of Network-1 Technologies, Inc. (NTIP), received a grant of 35,000 restricted stock units (RSUs) on September 22, 2025. Each RSU entitles Mr. Mahan to one share of common stock and the award was reported on a Form 4 filed September 23, 2025. The RSUs vest on the one-year anniversary of the grant (September 22, 2026) only if Mr. Mahan continues to serve as the company’s Chief Financial Officer. Following the reported transaction, Mr. Mahan beneficially owns 35,000 shares represented by these RSUs, recorded as direct ownership for reporting purposes, with a reported price of $0 per unit reflecting a time-based equity award rather than a cash purchase.

Insights

Financial Analyst

TL;DR: A routine, time-based equity grant of 35,000 RSUs to the CFO to align compensation with retention and future equity value.

The award is a standard executive retention tool that vests after one year of continued service, converting to 35,000 common shares if the vesting condition is met. The Form 4 shows direct beneficial ownership following the grant and a $0 price per unit, consistent with restricted equity awards rather than an open-market transaction. For investors, this is a routine disclosure with limited near-term balance-sheet or cash-flow impact, but it modestly increases potential share count if vested and settled in stock.

Corporate Governance Expert

TL;DR: Governance practice: time-based RSUs with service condition; disclosure follows Section 16 filing requirements.

The Form 4 clearly documents the grant, vesting schedule, and the reporting officer’s role, meeting SEC Section 16 transparency expectations. The single-year service-based vesting condition aligns with common retention practices. The filing does not disclose accelerated vesting, performance metrics, or settlement form beyond one-for-one share conversion, so governance impact is routine and limited in scope based on the provided details.

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^*

Mahan Robert Michael

(Last) (First) (Middle)

110 NORTH FEDERAL HIGHWAY

#715

(Street)

FORT LAUDERDALE FL 33301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NETWORK-1 TECHNOLOGIES, INC. [ NTIP-NYSE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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

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	(1)	09/22/2025		A			35,000	(1)	(1)	Common Stock	35,000	$0	35,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock. 35,000 restricted stock units vest on the one year anniversary of the date of grant (September 22, 2026), subject to Mr. Mahan continuing to serve as the Company's Chief Financial Officer.

	/s/ Robert M. Mahan	09/23/2025
	** 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 NTIP CFO Robert M. Mahan receive on 09/22/2025?

He was granted 35,000 restricted stock units (RSUs), each representing a contingent right to one share of common stock.

When do Robert M. Mahan's RSUs vest?

The RSUs vest on the one-year anniversary of the grant, September 22, 2026, subject to continued service as CFO.

How many shares does Mr. Mahan beneficially own following the transaction?

The report shows 35,000 shares beneficially owned following the reported grant, recorded as direct ownership.

Was there a purchase price for the RSUs reported on the Form 4?

The Form 4 reports a $0 price per unit, consistent with a time-based equity award rather than a market purchase.

When was the Form 4 filed with the SEC?

The Form 4 was signed and filed on September 23, 2025 reporting the September 22, 2025 grant.