Vertical Data grants CEO Deven Soni 81,118 stock units

The September RSU award to VDTA's chairman, president and CEO was fully vested at grant, with delivery no later than March 15, 2027.

Available on EDGAR 11/02/2026 - 03:27 PM EST Accepted by SEC EDGAR 11/02/2026 - 03:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Vertical Data Inc. (VDTA) reported two share issuances and a direct restricted stock unit (RSU) award involving its Chairman, President and CEO, Deven Soni. On March 11, 2026, 180,000 shares were issued to AASD Investments LLC at $0.50 per share in settlement of accrued service fees. On May 26, 2026, 14,850 shares were issued to the LLC at $3.03 per share in settlement of accrued compensation for April 1 through June 30, 2026.

On September 17, 2026, Soni received 81,118 RSUs under Vertical Data Inc.'s 2024 Stock Incentive Plan for services rendered from July 1, 2025, through June 30, 2026. The RSUs were 100% vested at grant, had no cash cost, and settle one-for-one solely in shares; delivery is to occur as promptly as practicable and no later than March 15, 2027. The RSUs were unsettled, and the company expects to withhold shares for tax obligations when they settle. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Grant/Award: 275,968 shares

Grant/Award 3 txns

Insider Soni Deven

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F5, F6, F2, F7, F8	81,118	$0.00	$0.00
Grant/Award	Common Stock F4, F2, F3	14,850	$3.03	$45K
Grant/Award	Common Stock F1, F2, F3	180,000	$0.50	$90K

Holdings After Transaction: Common Stock — 2,654,850 shares (Indirect, By AASD Investments LLC); Common Stock — 81,118 shares (Direct)

Holdings Before and After: Common Stock, 2,460,000 to 2,654,850 shares (Indirect, By AASD Investments LLC); Common Stock, 0 to 81,118 shares (Direct)

Footnotes (8)

1. F1. Shares issued in settlement of accrued fees for services rendered to the issuer, at $0.50 per share, as approved by the Board of Directors at its meeting held March 11, 2026.
2. F2. Each such transaction was approved by the Board of Directors of the issuer and is intended to be exempt from Section 16(b) pursuant to Rule 16b-3(d).
3. F3. Shares held of record by AASD Investments LLC.
4. F4. Shares issued in settlement of accrued compensation for the period April 1 through June 30, 2026, at $3.03 per share, the volume-weighted average price of the issuer's common stock for May 2026, as approved by the Board of Directors.
5. F5. Represents restricted stock units ("RSUs") granted under the Vertical Data Inc. 2024 Stock Incentive Plan pursuant to a unanimous written consent of the Board of Directors executed by all directors on September 17, 2026, in consideration of services rendered to the issuer during the period July 1, 2025 through June 30, 2026. Each RSU represents the right to receive one share of common stock, settles solely in shares of common stock on a one-for-one basis and may not be settled in cash. The RSUs were granted to the reporting person individually.
6. F6. The RSUs were 100% vested as of the grant date and are not subject to any continued-service requirement, forfeiture condition or issuer repurchase right. The underlying shares are to be delivered as promptly as practicable following the grant date and in all events no later than March 15, 2027.
7. F7. The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing the target grant value approved by the Board ($383,689) by $4.73, the 30-calendar-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended September 15, 2026, rounded to the nearest whole unit.
8. F8. The RSUs had not settled as of the date of this report. The issuer expects to withhold shares to satisfy tax withholding obligations when the RSUs settle; any shares withheld will be reported when withheld.

Key Figures

Shares issued for accrued service fees: 180,000 shares Price for service-fee settlement: $0.50 per share Shares issued for accrued compensation: 14,850 shares +4 more

7 metrics

Shares issued for accrued service fees 180,000 shares March 11, 2026; held of record by AASD Investments LLC.

Price for service-fee settlement $0.50 per share March 11, 2026.

Shares issued for accrued compensation 14,850 shares May 26, 2026; compensation for April 1 through June 30, 2026.

Price for compensation settlement $3.03 per share May 26, 2026; the issuer's common-stock volume-weighted average price for May 2026.

RSUs granted 81,118 RSUs Direct award on September 17, 2026.

RSU target grant value $383,689 Board-approved target grant value.

30-calendar-day volume-weighted average price $4.73 per share Period ended September 15, 2026.

Key Terms

restricted stock units, volume-weighted average price, Rule 16b-3(d)

3 terms

restricted stock units financial

"Represents restricted stock units ("RSUs") granted under the Vertical Data Inc. 2024 Stock Incentive Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

volume-weighted average price financial

"the 30-calendar-day volume-weighted average price of the issuer's common stock"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Rule 16b-3(d) regulatory

"intended to be exempt from Section 16(b) pursuant to Rule 16b-3(d)"

Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What share transactions did Deven Soni report for VDTA?

On March 11, 2026, 180,000 shares were issued to AASD Investments LLC at $0.50 per share to settle accrued service fees. On May 26, 2026, 14,850 shares were issued to the LLC at $3.03 per share to settle accrued compensation. On September 17, 2026, Soni received 81,118 RSUs.

What were the terms of VDTA's September 2026 RSU award?

The 81,118 RSUs were 100% vested at grant, had no cash cost, and settle one-for-one solely in shares, with delivery no later than March 15, 2027. The board-approved target grant value was $383,689, divided by $4.73, the 30-calendar-day volume-weighted average price through September 15, 2026.

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

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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^*

Soni Deven

(Last) (First) (Middle)

C/O VERTICAL DATA INC.

1980 FESTIVAL PLAZA DRIVE, SUITE 300

(Street)

LAS VEGAS NEVADA 89135

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Vertical Data Inc. [ VDTA ]

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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)

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(1)	03/11/2026		A(2)		180,000	A	$0.5	2,640,000	I	By AASD Investments LLC(3)
Common Stock(4)	05/26/2026		A(2)		14,850	A	$3.03	2,654,850	I	By AASD Investments LLC(3)
Common Stock(5)(6)	09/17/2026		A(2)		81,118	A	$0.00(7)	81,118(8)	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. Shares issued in settlement of accrued fees for services rendered to the issuer, at $0.50 per share, as approved by the Board of Directors at its meeting held March 11, 2026.

2. Each such transaction was approved by the Board of Directors of the issuer and is intended to be exempt from Section 16(b) pursuant to Rule 16b-3(d).

3. Shares held of record by AASD Investments LLC.

4. Shares issued in settlement of accrued compensation for the period April 1 through June 30, 2026, at $3.03 per share, the volume-weighted average price of the issuer's common stock for May 2026, as approved by the Board of Directors.

5. Represents restricted stock units ("RSUs") granted under the Vertical Data Inc. 2024 Stock Incentive Plan pursuant to a unanimous written consent of the Board of Directors executed by all directors on September 17, 2026, in consideration of services rendered to the issuer during the period July 1, 2025 through June 30, 2026. Each RSU represents the right to receive one share of common stock, settles solely in shares of common stock on a one-for-one basis and may not be settled in cash. The RSUs were granted to the reporting person individually.

6. The RSUs were 100% vested as of the grant date and are not subject to any continued-service requirement, forfeiture condition or issuer repurchase right. The underlying shares are to be delivered as promptly as practicable following the grant date and in all events no later than March 15, 2027.

7. The RSUs were granted at no cash cost to the reporting person. The number of RSUs was determined by dividing the target grant value approved by the Board ($383,689) by $4.73, the 30-calendar-day volume-weighted average price of the issuer's common stock as reported by OTC Markets for the period ended September 15, 2026, rounded to the nearest whole unit.

8. The RSUs had not settled as of the date of this report. The issuer expects to withhold shares to satisfy tax withholding obligations when the RSUs settle; any shares withheld will be reported when withheld.

	/s/ Deven Soni	11/02/2026
	** 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)