Off The Hook YS (OTH) reports 400,000 new RSUs for COO Phillips

Rhea-AI Filing Summary

Off The Hook YS Inc. disclosed that its Chief Operating Officer, Blake Phillips, received new restricted stock unit (RSU) awards on 12/22/2025. The filing reports a total of 400,000 RSUs beneficially owned following these transactions.

One grant covers 150,000 RSUs that vest over two years, but only if Phillips remains employed and the company meets specified net income performance goals. The amount reported is the maximum that can vest, with at least 50% vesting at a threshold net income level and additional vesting on a pro‑rata basis up to the target level.

A second grant of 250,000 RSUs vests in equal installments over a two‑year period on the anniversary of the grant, also conditioned on continued employment. Each RSU represents the right to receive one share of common stock upon vesting, aligning the COO’s compensation with the company’s performance and share value.

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^*

Phillips Blake Randall

(Last) (First) (Middle)

1701 JEL WADE DRIVE

(Street)

WILMINGTON NC 28401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OFF THE HOOK YS INC. [ OTH ]

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)
12/22/2025

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
RSUs(1)	$0	12/22/2025		A		150,000		(2)	(4)	Common Stock	150,000	$0	150,000	D
RSUs(1)	$0	12/22/2025		A		250,000		(3)	(4)	Common Stock	250,000	$0	400,000	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Company's common stock upon vesting.

2. These RSUs vest over a two-year period subject to continued employment and the achievement of specified Company net income performance goals. The number reported reflects the maximum number of RSUs eligible to vest. If the Company achieves only the threshold net income target, 50% of the RSUs will vest, with additional vesting occurring on a pro-rata basis up to the target level.

3. These RSUs vest in equal installments over a two-year period on the anniversary of the grant, subject to the Reporting Person's continued employment with the Company.

4. Not applicable

	/s/ Blake Phillips	12/29/2025
	** 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).
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FAQ

What executive transaction did Off The Hook YS Inc. (OTH) report?

The company reported that its Chief Operating Officer, Blake Phillips, received new grants of restricted stock units (RSUs) on 12/22/2025, reflected in a Form 4 filing.

How many RSUs did the COO of Off The Hook YS Inc. receive?

Blake Phillips is shown as beneficially owning 400,000 RSUs following the reported transactions, consisting of one 150,000 RSU grant and one 250,000 RSU grant.

How do the 150,000 performance-based RSUs for OTH’s COO vest?

The 150,000 RSUs vest over a two-year period, subject to continued employment and specified company net income performance goals. The number reported is the maximum eligible to vest, with at least 50% vesting at a threshold net income level and additional vesting on a pro‑rata basis up to the target.

What is the vesting schedule for the 250,000 time-based RSUs at Off The Hook YS Inc.?

The 250,000 RSUs vest in equal installments over a two-year period on the anniversary of the grant date, conditioned on Blake Phillips’ continued employment with the company.

What does each RSU granted by Off The Hook YS Inc. represent?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Off The Hook YS Inc.’s common stock upon vesting.

What is the reporting person’s role and ownership form in this OTH Form 4?

The reporting person, Blake Phillips, is the company’s Chief Operating Officer. The RSU holdings reported in Table II are listed as direct ownership.