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Vivani Medical (VANI) awards 70,000 options and 35,000 RSUs to CBO

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vivani Medical, Inc. granted Chief Business Officer Donald Dwyer equity awards consisting of stock options and performance-based RSUs. He received 70000.0000 common stock options with a 10-year term and a 1.3100 exercise price, vesting 25% after one year and monthly over 36 months, subject to continued service. He also received 35000.0000 RSUs, each a contingent right to one common share, vesting in three stages tied to the share price being at or above $3.15 for three consecutive trading days within four years and additional time-based service conditions.

Positive

  • None.

Negative

  • None.
Insider Dwyer Donald
Role Chief Business Officer
Type Security Shares Price Value
Grant/Award Common Stock Option F1 70,000 $0.00 $0.00
Grant/Award RSUs F2, F3 35,000 $0.00 $0.00
Holdings After Transaction: Common Stock Option — 70,000 shares (Direct); RSUs — 35,000 shares (Direct)
Footnotes (3)
  1. F1. The stock options have a 10-year term and vest 25% at one-year and monthly thereafter for 36 months, subject to the Reporting Person's continued service through each applicable vesting date.
  2. F2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vivani common stock.
  3. F3. The performance based RSUs shall vest in three stages: one-third when the stock price is at or above $3.15 for three consecutive trading days, another one-third one year after this date when the market condition is first achieved, and the final one-third one year after this second vesting date when the market condition is achieved, subject to the Reporting Person's continued service through each applicable vesting date. If the RSUs fail to be at or above $3.15 for three consecutive trading dates within a four year term from the date of the grant, the RSUs shall expire.
Stock options granted 70000.0000 shares Common Stock Options granted to Donald Dwyer on 2026-07-28
Option exercise price 1.3100 Conversion or exercise price per share for the stock options
Option term expiry 2036-07-27 Expiration date of the 10-year stock options
RSUs granted 35000.0000 shares Performance-based RSUs granted to Donald Dwyer on 2026-07-28
RSU price condition $3.15 Stock price must be at or above $3.15 for three consecutive trading days
RSU performance window 4 years RSUs expire if the $3.15 condition is not met within four years from grant
Initial option vesting 25% Options vest 25% at one year, then monthly over 36 months
restricted stock unit ("RSU") financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share"
performance based RSUs financial
"The performance based RSUs shall vest in three stages"
contingent right financial
"represents a contingent right to receive one share of Vivani common stock"
market condition financial
"when the market condition is first achieved, and the final one-third one year after"

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FAQ

What equity awards did Vivani (VANI) grant to Chief Business Officer Donald Dwyer?
Vivani granted Donald Dwyer 70000.0000 common stock options with a 1.3100 exercise price and a 10-year term, plus 35000.0000 performance-based RSUs. Each RSU equals one common share, subject to vesting conditions based on stock-price performance and continued service over a multi-year vesting schedule.

How do Donald Dwyer’s Vivani (VANI) stock options vest?
Dwyer’s 70000.0000 Vivani stock options vest 25% after one year of continued service, then in equal monthly installments over the following 36 months. The options have a 10-year term and remain exercisable until July 27, 2036, subject to his continued service at each vesting date.

What performance conditions apply to Donald Dwyer’s Vivani (VANI) RSUs?
The 35000.0000 performance-based RSUs vest in three stages when Vivani’s stock price is at or above $3.15 for three consecutive trading days. One-third vests at that time, another third one year later, and the final third one year after the second vesting, with continued service required.

When do Donald Dwyer’s Vivani (VANI) options and RSUs expire if conditions are not met?
Dwyer’s stock options have a 10-year term and expire on July 27, 2036 if unexercised. The performance-based RSUs expire if Vivani’s stock price does not reach at or above $3.15 for three consecutive trading days within four years from the grant date, regardless of service.

How many Vivani (VANI) shares could Donald Dwyer ultimately receive from these awards?
The option grant covers 70000.0000 underlying shares of Vivani common stock, and the RSU grant covers 35000.0000 underlying shares. Actual shares delivered will depend on options being exercised and performance and service conditions for the RSUs being fully satisfied over time.
SEC Form 4
FORM 4UNITED 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*
Dwyer Donald
(Last)(First)(Middle)
C/O VIVANI MEDICAL, INC.
1350 S. LOOP ROAD
(Street)
ALAMEDA CALIFORNIA 94502
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Vivani Medical, Inc. [ VANI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Business Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock Option$1.3107/28/2026A70,000 (1)07/27/2036(1)Common Stock70,000$070,000D
RSUs(2)07/28/2026A35,000 (3) (3)Common Stock35,000$035,000D
Explanation of Responses:
1. The stock options have a 10-year term and vest 25% at one-year and monthly thereafter for 36 months, subject to the Reporting Person's continued service through each applicable vesting date.
2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vivani common stock.
3. The performance based RSUs shall vest in three stages: one-third when the stock price is at or above $3.15 for three consecutive trading days, another one-third one year after this date when the market condition is first achieved, and the final one-third one year after this second vesting date when the market condition is achieved, subject to the Reporting Person's continued service through each applicable vesting date. If the RSUs fail to be at or above $3.15 for three consecutive trading dates within a four year term from the date of the grant, the RSUs shall expire.
Remarks:
Exhibit 24 - Power of Attorney.
/s/ Adam Mendelsohn, Attorney-in-fact07/30/2026
** Signature of Reporting PersonDate
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