Algorhythm Holdings grants CEO 2.12M-share award

The CEO's restricted award split evenly: 1,059,771 shares vested at grant, with 1,059,771 scheduled to vest September 15, 2027.

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. reported that CEO and director Andrew Little Thompson received a 2,119,542-share restricted stock award on September 15, 2026. Of those shares, 1,059,771 were fully vested on the grant date; the remaining 1,059,771 are subject to a restricted stock award agreement and will vest in full on September 15, 2027.

On September 15, 2026, the issuer's wholly owned subsidiary Azure Holdings, LLC acquired substantially all assets of Azure Energy, LLC under an Asset Purchase Agreement. The purchase price consisted entirely of issuer securities valued at $23,000,000: 4,076,312 common shares and 22,038 Series B Preferred Stock shares. Thompson is the managing member and holds 50% of the buyer, and disclaims beneficial ownership of the securities except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 4,098,350 shares

Net Buy 3 txns

Insider THOMPSON ANDREW LITTLE

Role CEO

Bought 4,098,350 shs

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	2,119,542	$0.00	$0.00
Purchase	Common Stock F2	4,076,312	--	--
Purchase	Series B Preferred Stock F3	22,038	--	--

Holdings After Transaction: Common Stock — 2,119,542 shares (Direct); Common Stock — 4,076,312 shares (Indirect, By Azure Energy, LLC); Series B Preferred Stock — 22,038 shares (Indirect, By Azure Energy, LLC)

Footnotes (3)

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.
2. F2. On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC, an NV limited liability company ("Buyer"), entered into an Asset Purchase Agreement (the "APA") with Azure Energy, LLC, a DE LLC ("Seller"), pursuant to which Buyer acquired from Seller substantially all of the assets (the "Purchased Assets") of Seller. The aggregate purchase price for the Purchased Assets consisted entirely of securities of Issuer equal in value to $23,000,000, comprised of: (a) 4,076,312 shares of common stock of Issuer, and (b) 22,038 shares of Series B Preferred Stock of Issuer. Reporting Person is the managing member and holds 50% of Buyer and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. F3. See footnote 2.

Key Figures

Restricted stock award: 2,119,542 shares Shares vested on grant date: 1,059,771 shares Shares scheduled to vest: 1,059,771 shares +3 more

6 metrics

Restricted stock award 2,119,542 shares Awarded September 15, 2026

Shares vested on grant date 1,059,771 shares Restricted stock award dated September 15, 2026

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

Asset purchase price $23,000,000 Consideration consisted entirely of issuer securities

Common shares in purchase consideration 4,076,312 shares Issuer securities provided for the Purchased Assets

Series B Preferred Stock shares in purchase consideration 22,038 shares Issuer securities provided for the Purchased Assets

Key Terms

restricted stock award agreement, Nasdaq Listing Rule 5635(c)(4), Asset Purchase Agreement, pecuniary interest

4 terms

restricted stock award agreement financial

"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.

Nasdaq Listing Rule 5635(c)(4) regulatory

"in 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.

Asset Purchase Agreement financial

"entered into an Asset Purchase Agreement"

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.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

FAQ

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

How many shares did RIME CEO Andrew Little Thompson receive in his restricted stock award?

Andrew Little Thompson received a 2,119,542-share restricted stock award on September 15, 2026. Of those shares, 1,059,771 were fully vested on the grant date, and the remaining 1,059,771 will vest in full on September 15, 2027.

What securities were used as consideration in RIME's asset purchase?

Azure Holdings, LLC, the issuer's wholly owned subsidiary, acquired substantially all assets of Azure Energy, LLC under an Asset Purchase Agreement on September 15, 2026. The purchase price consisted entirely of issuer securities valued at $23,000,000: 4,076,312 common shares and 22,038 Series B Preferred Stock shares.

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

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Available on EDGAR 10/05/2026 - 09:11 PM Accepted by SEC EDGAR 10/05/2026 - 09:11 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^*

THOMPSON ANDREW LITTLE

(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)

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

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
Common Stock	09/15/2026		P(2)		4,076,312	A	(2)	4,076,312	I	By Azure Energy, LLC
Series B Preferred Stock	09/15/2026		P(3)		22,038	A	(3)	22,038	I	By Azure Energy, LLC

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.

2. On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC, an NV limited liability company ("Buyer"), entered into an Asset Purchase Agreement (the "APA") with Azure Energy, LLC, a DE LLC ("Seller"), pursuant to which Buyer acquired from Seller substantially all of the assets (the "Purchased Assets") of Seller. The aggregate purchase price for the Purchased Assets consisted entirely of securities of Issuer equal in value to $23,000,000, comprised of: (a) 4,076,312 shares of common stock of Issuer, and (b) 22,038 shares of Series B Preferred Stock of Issuer. Reporting Person is the managing member and holds 50% of Buyer and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. See footnote 2.

Remarks:

	/s/ Andrew Little Thompson	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)