Algorhythm Holdings (RIME) CFO & Counsel granted 233,791 stock options

Rhea-AI Filing Summary

Andre Alex reported acquisition or exercise transactions in this Form 4 filing.

Algorhythm Holdings, Inc. reported that its CFO & General Counsel, Andre Alex, received a grant of a non-qualified stock option covering 233,791 shares of common stock. The option was granted by the Board under the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan and was awarded at no cash cost to him on the grant date. These options vest and become exercisable in equal quarterly installments over four years, beginning on February 23, 2026, tying the award to continued service over the long term.

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^*

Andre Alex

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO & General Counsel

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

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
Stock Option (right to buy)(1)	$1.84	02/23/2026		A		233,791		(2)	02/23/2036	Common Stock	233,791	$0	233,791	D

Explanation of Responses:

1. The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 233,791 shares of the Issuer's common stock. The non-qualified stock option was granted by the Board of Directors of the Issuer. The options were granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan.

2. The shares subject to the non-qualified stock option shall vest and become exercisable in equal quarterly installments over a period of four (4) years commencing on February 23, 2026.

	/s/ Alex Andre	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Algorhythm Holdings (RIME) disclose about Andre Alex in this Form 4?

Algorhythm Holdings disclosed that CFO & General Counsel Andre Alex received a grant of non-qualified stock options for 233,791 shares, awarded by the Board under the 2022 Equity Incentive Plan as part of his equity-based compensation package.

How many Algorhythm Holdings (RIME) stock options were granted to Andre Alex?

Andre Alex was granted a non-qualified stock option covering 233,791 shares of Algorhythm Holdings common stock. This entire amount was reported as acquired in a single grant and represents his total derivative holdings following the reported transaction.

When do the RIME stock options granted to Andre Alex start vesting?

The options granted to Andre Alex begin vesting on February 23, 2026. From that date, the award vests and becomes exercisable in equal quarterly installments over four years, aligning his incentives with the company’s multi-year performance and retention goals.

Over what period do Andre Alex’s Algorhythm Holdings (RIME) options vest?

Andre Alex’s non-qualified stock options vest over four years in equal quarterly installments. This means portions of the 233,791-share grant become exercisable every quarter, starting on February 23, 2026, encouraging long-term continuity in his CFO & General Counsel role.

Under which plan were Andre Alex’s RIME stock options granted?

The options were granted under the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan. This plan is used to award equity-based incentives such as non-qualified stock options to executives and other participants, helping align their interests with shareholders through stock-linked compensation.

Did Andre Alex pay cash to receive the Algorhythm Holdings (RIME) option grant?

He did not pay cash for the grant itself; the transaction price per option was reported as 0.0000. This reflects a standard equity compensation grant, with potential future value tied to Algorhythm Holdings’ share performance once the options vest and are exercisable.