Algorhythm (RIME) CEO awarded 740,597-share option grant

Rhea-AI Filing Summary

ATKINSON GARY KEVIN reported acquisition or exercise transactions in this Form 4 filing.

Algorhythm Holdings, Inc. reported that Chief Executive Officer Gary Kevin Atkinson received a grant of a non-qualified stock option covering 740,597 shares of the company’s common stock. The option was awarded by the board under his amended and restated employment agreement dated February 23, 2026.

The non-qualified stock option was granted pursuant to the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan. The shares subject to this option vest and become exercisable in equal quarterly installments over four years starting on February 23, 2026, tying the award to the CEO’s continued service over that period.

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

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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^*

ATKINSON GARY KEVIN

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		740,597		(2)	02/23/2036	Common Stock	740,597	$0	740,597	D

Explanation of Responses:

1. The reported transaction involved the Reporting Person's receipt of a non-qualified stock option to purchase 740,597 shares of the Issuer's common stock. The non-qualified stock option was granted by the Board of Directors of the Issuer pursuant to the Reporting Person's amended and restated employment agreement dated February 23, 2026. 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/ Gary Atkinson	02/25/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Algorhythm Holdings (RIME) report on this Form 4?

Algorhythm reported its CEO, Gary Kevin Atkinson, received a non-qualified stock option for 740,597 common shares. The grant was approved by the board under his amended and restated employment agreement dated February 23, 2026, and issued from the 2022 Equity Incentive Plan.

How many Algorhythm (RIME) shares are covered by the CEO’s new stock option?

The non-qualified stock option covers 740,597 shares of Algorhythm’s common stock. This entire amount was granted on February 23, 2026, under the company’s 2022 Equity Incentive Plan as part of CEO Gary Kevin Atkinson’s amended and restated employment agreement with the company.

How does the CEO’s new Algorhythm (RIME) stock option vest?

The option vests in equal quarterly installments over four years, beginning February 23, 2026. That means the 740,597 shares become exercisable gradually each quarter, aligning the award with the CEO’s continued service and long-term commitment to Algorhythm Holdings, Inc.

What type of equity award did Algorhythm (RIME) grant its CEO?

Algorhythm granted CEO Gary Kevin Atkinson a non-qualified stock option. This derivative security gives him the right to purchase 740,597 common shares, with the grant made under the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan and his updated employment agreement.

Under which plan was the Algorhythm (RIME) CEO’s option grant issued?

The CEO’s stock option was issued under the Algorhythm Holdings, Inc. 2022 Equity Incentive Plan. The grant was authorized by the board of directors and tied to Gary Kevin Atkinson’s amended and restated employment agreement dated February 23, 2026, detailing his compensation terms.