Rockwell Medical (RMTI) awards CFO 97,500 performance-based stock units

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Neri Jesse reported acquisition or exercise transactions in this Form 4 filing.

ROCKWELL MEDICAL, INC. reported that its SVP, Finance and CFO, Jesse Neri, received a grant of 97,500 performance-based restricted stock units (PSUs) on May 20, 2025. Each PSU represents the right to receive one share of common stock.

The PSUs have a three-year term ending on May 20, 2028. Any units that remain unvested at that third anniversary will be cancelled. Vesting can occur on or after the first anniversary of the grant date, but only if a performance hurdle is met.

The performance hurdle is satisfied if the average closing price of Rockwell Medical’s common stock over any 60 consecutive trading days during the three-year performance period equals two times the base price. The base price for this award is $2.14 per share. Following this grant, Neri holds 97,500 PSUs directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Neri Jesse

Role SVP, FINANCE AND CFO

Type	Security	Shares	Price	Value
Grant/Award	Performance-based restricted stock units	97,500	$0.00	$0.00

Holdings After Transaction: Performance-based restricted stock units — 97,500 shares (Direct)

Footnotes (1)

F1. These are performance-based restricted stock units ("PSU") with terms as follows. The term of each PSU award runs from the grant date through the third anniversary of the grant date. Any unvested PSUs remaining after the third anniversary will be cancelled. The performance period for the award is the same three-year period. PSUs will vest on or after the first anniversary of the grant date only if the stock price meets the performance hurdle. The performance hurdle is met if the average closing price of the Company's common stock over any 60 consecutive trading days during the performance period equals two times the base price. The base price was calculated as the average closing price over the ten trading days ending on the trading day prior to the grant date and is $2.14 for this award.

Key Figures

PSUs granted: 97,500 units Underlying shares: 97,500 shares Base price: $2.14 per share +4 more

7 metrics

PSUs granted 97,500 units Performance-based restricted stock units granted on May 20, 2025

Underlying shares 97,500 shares Common stock underlying granted PSUs

Base price $2.14 per share Average closing price over ten trading days before grant

Performance hurdle 2x base price Average closing price over any 60 consecutive trading days

Performance period length 3 years From May 20, 2025 grant date to May 20, 2028

Vesting earliest date On or after first anniversary Can vest only on or after first anniversary if hurdle met

Unvested cancellation date After third anniversary Unvested PSUs cancelled after May 20, 2028

Key Terms

performance-based restricted stock units, performance hurdle, average closing price, 60 consecutive trading days, +1 more

5 terms

performance-based restricted stock units financial

"These are performance-based restricted stock units ("PSU") with terms as follows."

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

performance hurdle financial

"PSUs will vest on or after the first anniversary of the grant date only if the stock price meets the performance hurdle."

average closing price financial

"The performance hurdle is met if the average closing price of the Company's common stock over any 60 consecutive trading days"

The average closing price is the arithmetic mean of a security’s end-of-day prices over a chosen period, found by adding each day’s closing price and dividing by the number of days. It smooths out daily ups and downs to show a typical market value—like averaging daily temperatures to understand a month’s climate—and helps investors spot trends, judge whether a stock is generally rising or falling, and make clearer buy or sell decisions.

60 consecutive trading days financial

"over any 60 consecutive trading days during the performance period equals two times the base price."

base price financial

"The base price was calculated as the average closing price over the ten trading days ending on the trading day prior to the grant date and is $2.14 for this award."

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/17/2026 - 06:52 PM

FAQ

What insider transaction did Rockwell Medical (RMTI) report for its CFO?

Rockwell Medical reported that CFO Jesse Neri received 97,500 performance-based restricted stock units. These PSUs were granted on May 20, 2025 and each unit corresponds to one share of common stock, subject to specific stock price performance conditions over a three-year period.

How many performance-based restricted stock units did RMTI’s CFO receive?

RMTI’s CFO, Jesse Neri, received a grant of 97,500 performance-based restricted stock units. Each PSU can convert into one share of common stock if the vesting and performance conditions are met, giving him a substantial potential equity-based compensation opportunity tied to future share performance.

What is the performance hurdle for Rockwell Medical (RMTI) CFO’s PSU award?

The performance hurdle is met if Rockwell Medical’s average closing stock price over any 60 consecutive trading days equals two times the base price. This must occur during the three-year performance period that begins on the May 20, 2025 grant date and ends on May 20, 2028.

What is the base price used in RMTI CFO Jesse Neri’s PSU grant?

The base price for Jesse Neri’s PSU grant is $2.14 per share. It was calculated as the average closing price of Rockwell Medical’s common stock over the ten trading days ending on the trading day prior to the May 20, 2025 grant date.

When do Rockwell Medical (RMTI) CFO’s PSUs vest or get cancelled?

The PSUs may vest on or after the first anniversary of the May 20, 2025 grant date if the performance hurdle is met. Any PSUs that remain unvested after the third anniversary of the grant date, May 20, 2028, will be cancelled under the award’s terms.

How long is the performance period for RMTI CFO’s PSU award?

The performance period for RMTI CFO Jesse Neri’s PSU award is three years from the May 20, 2025 grant date. During this time, the stock price must meet the specified performance hurdle for vesting to occur; otherwise, remaining unvested units are cancelled at the end.

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^*

Neri Jesse

(Last)

(First)

(Middle)

C/O ROCKWELL MEDICAL, INC.

30142 WIXOM ROAD

(Street)

WIXOM

MICHIGAN

48393

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ROCKWELL MEDICAL, INC. [ RMTI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, FINANCE AND CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2025

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)
05/21/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-based restricted stock units	⁽¹⁾	05/20/2025		A⁽¹⁾		97,500		⁽¹⁾	05/20/2028	Common Stock	97,500	$0	97,500	D

Explanation of Responses:

1. These are performance-based restricted stock units ("PSU") with terms as follows. The term of each PSU award runs from the grant date through the third anniversary of the grant date. Any unvested PSUs remaining after the third anniversary will be cancelled. The performance period for the award is the same three-year period. PSUs will vest on or after the first anniversary of the grant date only if the stock price meets the performance hurdle. The performance hurdle is met if the average closing price of the Company's common stock over any 60 consecutive trading days during the performance period equals two times the base price. The base price was calculated as the average closing price over the ten trading days ending on the trading day prior to the grant date and is $2.14 for this award.

Remarks:

This award was inadvertently omitted from the original Form 4.

	/s/ Megan Timmins, Attorney-in-Fact for Jesse Neri	04/17/2026
	** 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)

Source: View Original Filing on SEC EDGAR