TOMI (TOMZ) CFO Receives 100,000 RSU Sign-On Award, Vesting Through 2027

Rhea-AI Filing Summary

Insider award and holdings update: The Chief Financial Officer of TOMI Environmental Solutions, Inc. acquired a one-time sign-on grant of 100,000 time-based restricted stock units (RSUs) on 10/06/2025. The RSUs vest in three equal installments on 06/17/2025, 06/17/2026, and 06/17/2027, and each RSU converts to one share upon vesting. Following the grant the reporting person beneficially owns 100,000 shares in total, consisting of 66,667 unvested RSUs and 33,333 shares of common stock.

The transaction was reported on 10/08/2025 using Transaction Code V (grant or award). The grant price reported is $0, reflecting a time-based equity award rather than a purchase. The filing is a Form 4 by one reporting person who is an officer (CFO) and director.

Positive

• 100,000 RSU grant aligns CFO with shareholder value via multi-year vesting
• Post-grant ownership of 100,000 shares increases officer stake in company
• Clear vesting schedule: equal thirds on 06/17/2025, 06/17/2026, 06/17/2027

Negative

• 66,667 of the shares remain unvested through 06/17/2027, delaying full alignment
• Potential dilution from 100,000 RSUs as they convert to common shares upon vesting

Insights

Compensation & HR Analyst

Sign-on RSU grant aligns CFO incentives to multi-year performance and retention.

The 100,000 RSU award vests in thirds on 06/17/2025, 06/17/2026, and 06/17/2027, tying value realization to continued service across three years. A $0 per-unit price is standard for time-based awards that convert to one share each at vesting.

Retention risk centers on the early vesting schedule and total award size; monitor dilution and aggregate executive compensation disclosures in upcoming filings over the next 12–24 months as the units vest.

Corporate Governance Specialist

Disclosure is straightforward: officer reported grant and existing share ownership.

The Form 4 shows the reporting person is both an officer (CFO) and director and reports beneficial ownership of 100,000 shares after the grant. The use of Code V correctly signals an award subject to vesting conditions.

Investors may watch future Form 4 filings for vesting outcomes and any sales; the next material dates are the three vesting dates starting 06/17/2025.

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
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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^*

Vanston David Cecil

(Last) (First) (Middle)

C/O TOMI ENVIRONMENTAL SOLUTIONS, INC.

8430 SPIRES WAY, SUITE N

(Street)

FREDERICK MD 21701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TOMI Environmental Solutions, Inc. [ TOMZ ]

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)
10/06/2025

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	10/06/2025		A		100,000(1)	A	$0	100,000(2)	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 a one-time sign-on award grant of time-based restricted stock units ("RSU"). Each RSU represents the contingent right to receive, upon vesting of the unit, one share of the Issuer's common stock. The RSUs are scheduled to vest equally in thirds on each of June 17, 2025, 2026, and 2027.

2. Includes (i) unvested 66,667 RSUs granted on October 6, 2025 and (ii) 33,333 shares of common stock owned by the reporting person.

	David Vanston	10/08/2025
	** 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 TOMZ CFO report on Form 4 filed 10/08/2025?

The CFO reported a one-time sign-on grant of 100,000 time-based RSUs granted on 10/06/2025 and beneficial ownership of 100,000 shares total.

When do the RSUs granted to the TOMZ CFO vest?

The RSUs vest equally in thirds on 06/17/2025, 06/17/2026, and 06/17/2027.

How many shares does the reporting person own immediately after the grant?

Following the reported transaction the reporting person beneficially owns 100,000 shares, including 66,667 unvested RSUs and 33,333 already-owned shares.

What does Transaction Code V mean on this Form 4?

Code V indicates the award was granted (a vesting-contingent award) rather than a market purchase; the price is reported as $0 for the RSU grant.

Is the Form 4 filed jointly or by one reporting person for TOMZ?

The Form 4 was filed by one reporting person, the CFO who is also a director.