SMTI Form 4: Insider withheld 2,324 shares for taxes after vesting

Rhea-AI Filing Summary

Sanara MedTech Inc. director and Chief Accounting & Chief Administrative Officer Michael D. McNeil reported a Form 4 showing an 08/19/2025 transaction in which 2,324 shares of common stock were withheld to satisfy tax withholding for the accelerated vesting of 9,543 restricted shares previously granted. The filing states no shares were issued or sold; the per-share withholding value was $30.86, reflecting the Nasdaq market price on the vesting date. After the withholding, Mr. McNeil beneficially owns 28,587 common shares.

Insights

Financial Analyst

TL;DR: Routine tax-withholding on accelerated restricted stock vesting; no open-market sale and modest net ownership reduction.

The Form 4 documents a non-sale, administrative withholding of 2,324 shares to cover taxes on 9,543 vested restricted shares. Such withholdings are standard and do not indicate liquidity-driven selling by the insider. The transaction reduced reported beneficial ownership to 28,587 shares and used the Nasdaq closing price of $30.86 for valuation. For investors, this is a technical ownership adjustment rather than a signal of change in insider sentiment.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 reporting requirements; activity appears administrative and not a governance concern.

The filing properly reports an insider withholding to satisfy tax obligations arising from accelerated vesting. The explanatory note clarifies no new issuance or sale occurred, which preserves transparency about dilution and insider conduct. This is a routine compliance disclosure with no apparent governance issues or unexplained transfers.

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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X

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^*

McNeil Michael D.

(Last) (First) (Middle)

1200 SUMMIT AVE

SUITE 414

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sanara MedTech Inc. [ SMTI ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Ch. Acct. & Ch. Admin. Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2025

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
Common Stock	08/19/2025		F		2,324(1)	D	$30.86(1)	28,587	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. Represents shares of common stock of Sanara MedTech Inc. (the "Issuer") withheld by the Issuer to satisfy tax withholding obligations in connection with the accelerated vesting of 9,543 shares of restricted stock previously granted to the reporting person. No shares were issued or sold in this transaction. The per-share value assigned to the shares withheld reflects the price per share on the date on which the shares vested as reported on the Nasdaq Capital Market.

	/s/ Michael D. McNeil	08/19/2025
	** 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.

FAQ

What did Michael D. McNeil report on the Form 4 for SMTI?

The Form 4 reports that 2,324 shares were withheld on 08/19/2025 to satisfy tax withholding related to the accelerated vesting of 9,543 restricted shares.

Did the Form 4 report any open-market sales by the insider?

No. The filing explicitly states no shares were issued or sold in connection with the withholding.

What price was used to value the withheld shares?

The per-share value assigned to the withheld shares was $30.86, based on the Nasdaq market price on the vesting date.

How many shares does Michael D. McNeil beneficially own after the transaction?

After the withholding, Mr. McNeil beneficially owns 28,587 common shares of Sanara MedTech Inc.

Why were the shares withheld according to the filing?

The explanatory note states the shares were withheld by the issuer to satisfy tax withholding obligations arising from accelerated vesting of restricted stock.