Director Ajesh Kapoor awarded 128,762 Algorhythm (RIME) shares in equity grant

Rhea-AI Filing Summary

Kapoor Ajesh reported acquisition or exercise transactions in this Form 4 filing.

Algorhythm Holdings, Inc. director Ajesh Kapoor reported an equity award of 128,762 shares of common stock. The shares were granted on February 23, 2026 at a stated price of $0.00 per share, bringing his directly held total to 128,762 shares following the grant.

The Board of Directors granted the award under Kapoor’s Amended and Restated Employment Agreement with SemicCab Holdings, LLC, a subsidiary of Algorhythm Holdings, Inc., pursuant to the company’s 2022 Equity Incentive Plan.

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

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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^*

Kapoor Ajesh

(Last) (First) (Middle)

C/O ALGORHYTHM HOLDINGS, INC.

6301 NW 5TH WAY, SUITE 2900

(Street)

FORT LAUDERDALE FL 33309

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Algorhythm Holdings, Inc. [ RIME ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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(1)	02/23/2026		A		128,762	A	$0	128,762	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 reported shares were granted by the Board of Directors of the Issuer on February 23, 2026 pursuant to the Reporting Person's Amendment and Restated Employment Agreement with SemicCab Holdings, LLC, a subsidiary of the Issuer. The shares were granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

	/s/ Ajesh Kapoor	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Algorhythm Holdings (RIME) report for Ajesh Kapoor?

Algorhythm Holdings reported that director Ajesh Kapoor received a grant of 128,762 shares of common stock. The award was issued at a stated price of $0.00 per share and increased his directly held position to 128,762 shares immediately after the transaction.

When did the Algorhythm Holdings (RIME) share grant to Ajesh Kapoor occur?

The grant of 128,762 Algorhythm Holdings common shares to director Ajesh Kapoor occurred on February 23, 2026. This date reflects the Board-approved award under his amended employment agreement with SemicCab Holdings, LLC and the company’s 2022 Equity Incentive Plan.

How many Algorhythm Holdings (RIME) shares does Ajesh Kapoor own after this Form 4?

After the reported transaction, director Ajesh Kapoor directly holds 128,762 shares of Algorhythm Holdings common stock. This total matches the full size of the grant disclosed, indicating the award established or reset his reported direct ownership at that level.

Was the Algorhythm Holdings (RIME) share grant to Ajesh Kapoor a purchase or an award?

The transaction was an equity award, not an open-market purchase. The Form 4 uses transaction code “A” for a grant, and the shares were issued at a stated price of $0.00 per share under the company’s 2022 Equity Incentive Plan.

Under what plan was the Algorhythm Holdings (RIME) equity granted to Ajesh Kapoor?

The 128,762-share grant to director Ajesh Kapoor was made under the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan. The award was provided pursuant to his Amended and Restated Employment Agreement with SemicCab Holdings, LLC, a subsidiary of Algorhythm Holdings.

What role does SemicCab Holdings, LLC play in the Algorhythm Holdings (RIME) share grant?

SemicCab Holdings, LLC is identified as a subsidiary of Algorhythm Holdings tied to Ajesh Kapoor’s employment agreement. The Board granted the 128,762-share award pursuant to his Amended and Restated Employment Agreement with SemicCab, under the 2022 Equity Incentive Plan.