Eightco CEO reports purchase and 400k RSU award, ownership rises to 599,985

Rhea-AI Filing Summary

Kevin J. O'Donnell, CEO and director of Eightco Holdings Inc. (OCTO), reported insider transactions on 09/09/2025. The filing shows a purchase of 171,233 shares of common stock at $1.46 per share, bringing his beneficial ownership to 199,985 shares. In addition, he was awarded 400,000 restricted stock units (RSUs) that each convert into one share, issued at no cash price and subject to continued service; if vested in full on March 8, 2026, the RSUs would increase his beneficial ownership to 599,985 shares. The RSUs vest in full on March 8, 2026, contingent on continued service. The form is signed by Mr. O'Donnell and dated 09/11/2025.

Positive

• Significant RSU award: 400,000 RSUs awarded that will vest in full on March 8, 2026, subject to continued service
• Insider purchase: 171,233 shares acquired at $1.46, increasing direct beneficial ownership
• Increased potential ownership: Beneficial ownership rises to 599,985 shares if RSUs vest

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchased shares and received 400,000 RSUs, increasing potential ownership to 599,985 shares.

The 171,233-share purchase at $1.46 signals a meaningful increment in the reporting person's direct stake. The 400,000 RSUs granted at $0 represent deferred equity compensation that vests in full on March 8, 2026, subject to continued service. Combined, these actions increase the reporting person's potential economic exposure to company equity and align executive incentives with shareholder value over the vesting period. All positions are reported as direct beneficial ownership.

Corporate Governance Expert

TL;DR: The CEO/director received a sizeable RSU award and executed an open-market purchase, both disclosed on Form 4.

The award of 400,000 RSUs and the contemporaneous purchase of 171,233 shares are standard elements of executive compensation and insider buying disclosures. The RSU vesting is conditioned on continued service to March 8, 2026, which ties retention to equity vesting. Documentation is properly signed and dated on the Form 4, and ownership is reported as direct. No amendments or additional conditions are disclosed in the filing.

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^*

O'Donnell Kevin J

(Last) (First) (Middle)

91 OAKLEIGH LANE

(Street)

MAITLAND FL 32751

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Eightco Holdings Inc. [ OCTO ]

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

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

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

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	09/09/2025		P		171,233	A	$1.46	199,985	D
Common Stock	09/09/2025		A		400,000(1)	A	$0	599,985	D

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

Explanation of Responses:

1. The securities awarded are in the form of restricted stock units (RSUs) that each represent a contingent right to receive one share of the issuer's common stock. Subject to the reporting person's continued service through the vesting date, the RSUs will vest in full on March 8, 2026.

	/s/ Kevin J. O'Donnell	09/11/2025
	** 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 Kevin J. O'Donnell report on Form 4 for OCTO?

He reported a purchase of 171,233 shares at $1.46 and an award of 400,000 RSUs, with total potential beneficial ownership of 599,985 shares.

When do the 400,000 RSUs vest for the OCTO CEO?

The RSUs vest in full on March 8, 2026, subject to the reporting person’s continued service.

What was the price paid for the shares purchased by the insider?

The purchase price reported was $1.46 per share for 171,233 shares.

Are the reported holdings direct or indirect for Kevin J. O'Donnell?

The filing reports the ownership form as Direct (D) for the transactions and resulting beneficial ownership.

When was the Form 4 signed and filed?

The signature provided on the form is dated 09/11/2025.