Paysign awards 3.0M shares to innovation chief

Paysign’s Chief Innovation Officer reported large restricted stock awards tied to an asset purchase and a subsequent share withholding to cover taxes on vesting.

Rhea-AI Filing Summary

Paysign, Inc. (PAYS) reported that Chief Innovation Officer Michael C. Ngo had several equity-related transactions in the company’s common stock.

On March 19, 2025, 2,500,000 shares of restricted stock were issued indirectly via Gamma Innovation LLC as consideration under an Asset Purchase Agreement for substantially all of Gamma’s assets, vesting 1/5 on March 31, 2025 and annually thereafter. On the same date, Ngo received a direct grant of 500,000 restricted shares, vesting 1/5 on March 31, 2026 and annually thereafter, subject to continued service. On March 31, 2026, 38,664 shares were withheld by Paysign at $5.90 per share to satisfy tax withholding obligations on vested restricted stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Ngo Michael C

Role Chief Innovation Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F4	38,664	$5.90	$228K
Grant/Award	Common Stock F1, F2	2,500,000	$0.00	$0.00
Grant/Award	Common Stock F3	500,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,500,000 shares (Indirect, By Gamma Innovation LLC); Common Stock — 461,336 shares (Direct)

Footnotes (4)

1. F1. Represents shares of restricted stock issued as consideration in accordance with that certain Asset Purchase Agreement (the "Purchase Agreement"), dated March 19, 2025, by and among the Issuer, Gamma Innovation LLC, a Pennsylvania limited liability company ("Gamma"), Beta Software and Technologies LLC, a Delaware limited liability company, and the reporting person, pursuant to which the Issuer acquired substantially all of the assets of Gamma. The restricted stock vests as to 1/5 of the shares on each of March 31, 2025 and each anniversary of such date thereafter.
2. F2. The reporting person is the sole owner of Gamma Innovation LLC.
3. F3. Represents shares of restricted stock that will vest as to 1/5 of the shares on each of March 31, 2026 and each anniversary of such date thereafter, subject to the reporting person's continued service to the issuer through and on the applicable vesting date.
4. F4. Represents shares of common stock withheld by the issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock.

Key Figures

Restricted stock issued to Gamma Innovation LLC: 2,500,000 shares Direct restricted stock grant to Michael C. Ngo: 500,000 shares Shares withheld for tax withholding: 38,664 shares +3 more

6 metrics

Restricted stock issued to Gamma Innovation LLC 2,500,000 shares Issued March 19, 2025 as consideration under an Asset Purchase Agreement

Direct restricted stock grant to Michael C. Ngo 500,000 shares Granted March 19, 2025, vesting over five years starting March 31, 2026

Shares withheld for tax withholding 38,664 shares Withheld March 31, 2026 upon vesting of restricted stock

Withholding price per share $5.90 per share Value used for 38,664 shares withheld for tax obligations on March 31, 2026

Vesting schedule for 2,500,000-share award 1/5 per year over 5 years First vesting date March 31, 2025 and each anniversary thereafter

Vesting schedule for 500,000-share award 1/5 per year over 5 years First vesting date March 31, 2026 and each anniversary thereafter

Key Terms

restricted stock, Asset Purchase Agreement, vest, indirect ownership, +2 more

6 terms

restricted stock financial

"Represents shares of restricted stock issued as consideration in accordance"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Asset Purchase Agreement financial

"in accordance with that certain Asset Purchase Agreement (the "Purchase"

An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.

vest financial

"The restricted stock vests as to 1/5 of the shares on each of March"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

indirect ownership financial

"The reporting person is the sole owner of Gamma Innovation LLC"

tax withholding obligations financial

"shares of common stock withheld by the issuer to satisfy certain tax"

Rule 10b5-1 trading plan regulatory

"affirms that no transactions were made under a Rule 10b5-1 plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did Paysign (PAYS) grant to Michael C. Ngo on March 19, 2025?

On March 19, 2025, Michael C. Ngo was associated with 2,500,000 shares of restricted stock issued to Gamma Innovation LLC as purchase consideration and received a separate direct grant of 500,000 restricted shares. Both grants vest in five equal annual installments starting in 2025 and 2026, respectively.

How are the 2,500,000 Paysign (PAYS) restricted shares to Gamma Innovation LLC structured?

The 2,500,000 restricted shares were issued as consideration under an Asset Purchase Agreement for substantially all of Gamma Innovation LLC’s assets. They vest as to 1/5 of the shares on March 31, 2025 and on each anniversary of that date thereafter.

What are the vesting terms for Michael C. Ngo’s 500,000 Paysign (PAYS) restricted shares?

The 500,000 restricted shares granted directly to Michael C. Ngo vest as to 1/5 of the shares on each of March 31, 2026 and each anniversary thereafter, conditioned on his continued service to Paysign through each applicable vesting date.

Why were 38,664 Paysign (PAYS) shares disposed of on March 31, 2026?

On March 31, 2026, 38,664 shares of Paysign common stock were withheld by the company to satisfy certain tax withholding obligations associated with the vesting of restricted stock. The shares were valued at $5.90 per share for this purpose.

Were the Paysign (PAYS) transactions by Michael C. Ngo under a Rule 10b5-1 trading plan?

No. The filing indicates that no transactions were affirmed as made under a Rule 10b5-1 trading plan. The reported events relate to restricted stock grants and tax withholding on vesting, rather than open-market trading.

How is Michael C. Ngo related to Gamma Innovation LLC in the Paysign (PAYS) Form 4?

The filing states that Michael C. Ngo is the sole owner of Gamma Innovation LLC. The 2,500,000 restricted shares issued as consideration in the asset purchase are reported as indirectly owned, "By Gamma Innovation LLC."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 07:27 PM Accepted by SEC EDGAR 09/08/2026 - 07:27 PM Learn about SEC filing dates

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^*

Ngo Michael C

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/19/2025		A		2,500,000(1)	A	$0.00	2,500,000	I	By Gamma Innovation LLC(2)
Common Stock	03/19/2025		A		500,000(3)	A	$0.00	500,000	D
Common Stock	03/31/2026		F(4)		38,664	D	$5.9	461,336	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. Represents shares of restricted stock issued as consideration in accordance with that certain Asset Purchase Agreement (the "Purchase Agreement"), dated March 19, 2025, by and among the Issuer, Gamma Innovation LLC, a Pennsylvania limited liability company ("Gamma"), Beta Software and Technologies LLC, a Delaware limited liability company, and the reporting person, pursuant to which the Issuer acquired substantially all of the assets of Gamma. The restricted stock vests as to 1/5 of the shares on each of March 31, 2025 and each anniversary of such date thereafter.

2. The reporting person is the sole owner of Gamma Innovation LLC.

3. Represents shares of restricted stock that will vest as to 1/5 of the shares on each of March 31, 2026 and each anniversary of such date thereafter, subject to the reporting person's continued service to the issuer through and on the applicable vesting date.

4. Represents shares of common stock withheld by the issuer to satisfy certain tax withholding obligations associated with the vesting of restricted stock.

	/s/ Michael Ngo	09/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)