Algorhythm Holdings grants COO 2.12M shares

The remaining 1,059,771 restricted shares will vest in full on September 15, 2027, under a restricted stock award agreement.

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. (RIME) COO Ryan Jay Smith received a grant of 2,119,542 restricted shares on September 15, 2026. Smith directly held 2,119,542 shares after the grant. Of the grant, 1,059,771 shares were fully vested on the grant date; the remaining 1,059,771 shares are subject to a restricted stock award agreement and will vest in full on September 15, 2027. The grant was outside the issuer’s 2022 Equity Incentive Plan.

Insider Trade Summary

Grant/Award: 2,119,542 shares

Grant/Award 1 txn

Insider SMITH RYAN JAY

Role COO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	2,119,542	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,119,542 shares (Direct)

Footnotes (1)

1. F1. The restricted shares were granted outside of Issuer's 2022 Equity Incentive Plan in reliance on Nasdaq Listing Rule 5635(c)(4) as a material inducement for the Reporting Person to commence employment with Issuer. Of such shares 1,059,771 shares were fully vested on the grant date. The remaining 1,059,771 shares are subject to a restricted stock award agreement and will vest in full on September 15, 2027.

Key Figures

Restricted shares granted: 2,119,542 shares Shares vested on grant date: 1,059,771 shares Shares scheduled to vest: 1,059,771 shares +1 more

4 metrics

Restricted shares granted 2,119,542 shares September 15, 2026 grant to COO Ryan Jay Smith

Shares vested on grant date 1,059,771 shares September 15, 2026

Shares scheduled to vest 1,059,771 shares Will vest in full on September 15, 2027

Direct shares held after grant 2,119,542 shares Ryan Jay Smith’s reported position after the September 15, 2026 grant

Key Terms

2022 Equity Incentive Plan, Nasdaq Listing Rule 5635(c)(4), restricted stock award agreement

3 terms

2022 Equity Incentive Plan technical

"granted outside of Issuer's 2022 Equity Incentive Plan"

Nasdaq Listing Rule 5635(c)(4) regulatory

"reliance on Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

restricted stock award agreement technical

"subject to a restricted stock award agreement"

A restricted stock award agreement is a legal contract that grants someone company shares that are subject to limits — for example, they may only become fully owned after working at the company for a set time, meeting performance goals, or otherwise satisfying conditions. For investors, these agreements matter because they shape insider incentives, future share dilution when restrictions lift, and company compensation costs; think of it like a gift locked in a box that opens only after certain conditions are met.

FAQ

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

How many shares did RIME COO Ryan Jay Smith receive?

Ryan Jay Smith received a grant of 2,119,542 restricted shares on September 15, 2026, and directly held 2,119,542 shares after the grant.

When will Ryan Jay Smith's remaining RIME restricted shares vest?

The remaining 1,059,771 shares are subject to a restricted stock award agreement and will vest in full on September 15, 2027.

Why were Ryan Jay Smith's RIME shares granted outside the equity incentive plan?

The shares were granted outside Algorhythm Holdings’ 2022 Equity Incentive Plan in reliance on Nasdaq Listing Rule 5635(c)(4) as a material inducement for Ryan Jay Smith to commence employment.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/05/2026 - 08:16 PM Accepted by SEC EDGAR 10/05/2026 - 08:16 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^*

SMITH RYAN JAY

(Last) (First) (Middle)

800 CORPORATE DRIVE

SUITE 216

(Street)

FORT LAUDERDALE, FLORIDA 33334

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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	09/15/2026		A		2,119,542(1)	A	$0	2,119,542	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 restricted shares were granted outside of Issuer's 2022 Equity Incentive Plan in reliance on Nasdaq Listing Rule 5635(c)(4) as a material inducement for the Reporting Person to commence employment with Issuer. Of such shares 1,059,771 shares were fully vested on the grant date. The remaining 1,059,771 shares are subject to a restricted stock award agreement and will vest in full on September 15, 2027.

Remarks:

	/s/ Ryan Jay Smith	10/05/2026
	** 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)