Form 4: Sonoma Pharma Grants CFO 13.5k RSUs, No Share Sales

Rhea-AI Filing Summary

Form 4 overview – Sonoma Pharmaceuticals (SNOA)

On 19 June 2025 Sonoma Pharmaceuticals filed a Form 4 detailing an equity-compensation grant to Chief Financial Officer Jerome J. Dvonch. The company awarded the executive 13,500 restricted stock units (RSUs), each convertible into one share of common stock at no exercise price. The award vests in full on the third anniversary of the grant date or earlier upon a change of control, aligning long-term incentives with shareholder value.

Following the grant, Mr. Dvonch’s derivative holdings increased to 25,515 RSUs, all held directly. No open-market purchase or sale of common stock occurred, and therefore the transaction has no immediate cash impact on the executive, the company, or existing shareholders; any dilution will materialise only when the RSUs convert to shares. The filing is a routine disclosure required under Section 16(a) and does not signal a material change in Sonoma Pharmaceuticals’ operations, strategy, or near-term financial outlook.

Positive

• Incentive alignment: Granting 13,500 RSUs ties the CFO’s compensation directly to future shareholder value.
• No immediate dilution: Shares are issued only upon vesting, preserving current share count until at least 2028 or change of control.

Negative

• Future dilution risk: Conversion of RSUs will incrementally increase the share count by 13,500 shares.
• Minimal insider purchase signal: The grant is compensation, not an out-of-pocket share purchase, offering little insight into management’s market view.

Insights

Corporate Governance Expert

TL;DR: Routine RSU grant to CFO; standard incentive alignment; neutral governance impact.

The Form 4 shows Sonoma’s CFO receiving 13,500 RSUs that vest after three years or on change of control. This structure is typical for small-cap life-science issuers: time-based vesting encourages retention while preserving flexibility ahead of potential M&A. Because the units carry no exercise price, dilution will equal 0.9% of the 1.5 million shares outstanding once vested—immaterial by governance standards. No red flags such as accelerated vesting, backdating, or option repricing are present, so the event is categorised as ordinary-course compensation with neutral board-oversight implications.

Portfolio Manager

TL;DR: Insider grant, no buy/sell signal; negligible valuation effect; maintain view.

The CFO’s acceptance of equity rather than cash aligns his upside with shareholders but does not inject fresh capital or indicate bullish conviction via personal buying. At roughly US$0.50 share price, the 13,500-share award equates to just US$6,750 in face value and does not move the needle on float or insider ownership metrics. Consequently, liquidity, EPS, and free-float projections remain unchanged. From a trading perspective the Form 4 is non-actionable; position sizing and risk models for SNOA are unaffected.

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^*

DVONCH JEROME J

(Last) (First) (Middle)

C/O SONOMA PHARMACEUTICALS, INC.

5445 CONESTOGA COURT, SUITE 150

(Street)

BOULDER CO 80301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonoma Pharmaceuticals, Inc. [ SNOA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

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

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
Restricted Stock Units	$0.00(1)	06/19/2025		A		13,500		(2)	(2)	Common Stock	13,500	$0.00(1)(3)	25,515	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock.

2. The RSUs on the third anniversary of the grant date, or upon change of control.

3. The RSUs were awarded and granted to Mr. Dvonch for services performed.

	/s/ Jerome Dvonch	06/20/2025
	** 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 Sonoma Pharmaceuticals (SNOA) file on 20 June 2025?

The company submitted a Form 4 disclosing an equity award to its CFO.

How many RSUs were granted to CFO Jerome J. Dvonch?

He received 13,500 restricted stock units on 19 June 2025.

When do the RSUs awarded to the CFO vest?

They vest on the third anniversary of the grant date or earlier upon a change of control.

What is the CFO’s total derivative ownership after the grant?

Mr. Dvonch now beneficially owns 25,515 RSUs, held directly.

Did the filing involve open-market stock purchases or sales?

No. The transaction was a stock grant; no shares were bought or sold for cash.