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Paysign (PAYS) CEO Mark Newcomer receives performance share award, withholds shares for taxes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Paysign, Inc. CEO Mark Newcomer reported equity compensation activity. On May 20, 2026, he received a grant of 133,334 shares of Common Stock at no cost, tied to performance-based restricted stock that vested based on specific defined earnings targets.

To cover tax withholding obligations from this vesting, 78,701 shares were disposed of back to the issuer at $6.15 per share. After these transactions, Newcomer directly holds 9,084,062 shares of Paysign common stock, reflecting a net increase in his equity position.

Positive

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Insider Newcomer Mark
Role CEO
Type Security Shares Price Value
Grant/Award Common Stock 133,334 $0.00 --
Tax Withholding Common Stock 78,701 $6.15 $484K
Holdings After Transaction: Common Stock — 9,084,062 shares (Direct, null)
Footnotes (1)
  1. Represents the vesting of performance-based restricted stock vested on May 20, 2026, based upon the achievement of specific defined earnings targets. Represents shares of common stock withheld by the issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock.
Shares granted 133,334 shares Performance-based restricted stock vested on May 20, 2026
Shares withheld for taxes 78,701 shares Tax withholding disposition at vesting
Tax withholding price $6.15 per share Value used for shares withheld to satisfy tax obligations
Shares held after grant 9,084,062 shares Total Paysign common shares directly owned by CEO after transactions
performance-based restricted stock financial
"Represents the vesting of performance-based restricted stock vested on May 20, 2026, based upon the achievement of specific defined earnings targets."
Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.
tax withholding obligations financial
"Represents shares of common stock withheld by the issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock."
grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
Common Stock financial
"security_title: Common Stock"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
SEC Form 4
FORM 4UNITED 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*
Newcomer Mark

(Last)(First)(Middle)
2615 ST. ROSE PARKWAY

(Street)
HENDERSON NEVADA 89052

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Paysign, Inc. [ PAYS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/20/2026A133,334(1)A$0.009,084,062D
Common Stock05/20/2026F(2)78,701D$6.159,005,361D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the vesting of performance-based restricted stock vested on May 20, 2026, based upon the achievement of specific defined earnings targets.
2. Represents shares of common stock withheld by the issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock.
/s/ Mark Newcomer05/20/2026
** Signature of Reporting PersonDate
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)

FAQ

What did Paysign (PAYS) CEO Mark Newcomer report in this Form 4?

Paysign CEO Mark Newcomer reported vesting of performance-based restricted stock and related tax withholding. He received 133,334 common shares at no cost and 78,701 shares were withheld to satisfy tax obligations, resulting in an increased direct shareholding.

How many Paysign (PAYS) shares were granted to CEO Mark Newcomer?

Mark Newcomer was granted 133,334 shares of Paysign Common Stock. The filing explains this represents performance-based restricted stock that vested on May 20, 2026, after the achievement of specific defined earnings targets established under his equity compensation.

Why were 78,701 Paysign (PAYS) shares disposed of in this filing?

The 78,701 Paysign shares were withheld by the issuer to satisfy tax withholding obligations. These shares relate to the vesting of restricted stock and are classified as a tax-withholding disposition, not an open-market sale, at a price of $6.15 per share.

What is Mark Newcomer’s Paysign (PAYS) share ownership after these transactions?

After the reported transactions, Mark Newcomer directly owns 9,084,062 shares of Paysign Common Stock. This reflects the net result of receiving 133,334 vested shares and 78,701 shares being withheld by the company for associated tax obligations.

Were the Paysign (PAYS) transactions open-market buys or sells?

No, the transactions were not open-market trades. The Form 4 shows a grant of performance-based restricted stock and a related tax-withholding disposition, where shares were withheld by Paysign to cover tax liabilities, instead of being bought or sold in the market.

What performance condition triggered the Paysign (PAYS) restricted stock vesting?

The vesting was based on achievement of specific defined earnings targets. The footnote states the performance-based restricted stock vested on May 20, 2026 because Paysign met the earnings criteria set for this equity award, leading to share delivery and tax withholding.