[Form 4] Verb Technology Company, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 07/31/2025 Verb Technology Company (VERB) awarded its Chairman, President & CEO, Rory J. Cutaia, 160,000 immediately-vesting restricted stock units (RSUs) at a stated price of $0 under an “Extraordinary Performance Agreement” adopted 10/31/2024. The independent directors concluded the grant was justified because quarterly revenue growth exceeded levels “reasonably contemplated” at adoption. After the transaction, Cutaia directly and beneficially owns 487,725 common shares/vested RSUs; no new derivative securities were reported.

The filing signals that management outperformed internal revenue targets and further aligns leadership pay with equity performance. However, the incremental share issuance adds modest dilution and concentrates even more voting power in a single insider who already serves as director, CEO, President and 10 % owner.

Positive

• Revenue performance exceeded board expectations, triggering the RSU grant, hinting at stronger operational momentum.
• Equity-based compensation further aligns the CEO’s incentives with shareholder value creation.

Negative

• The additional 160,000 shares create marginal dilution for existing shareholders.
• CEO’s expanded ownership and multiple leadership roles heighten governance and concentration risk.

Insights

Corporate Governance Expert

TL;DR: Immediate vesting grant rewards outsized revenue growth but tightens CEO control and raises dilution & governance balance issues.

The board used a pre-approved performance plan to issue 160 k RSUs that vested at once, demonstrably linking pay to revenue outperformance—good alignment in principle. Yet the unrestricted nature of the award removes retention leverage and increases CEO’s clout to roughly 10 %+ of shares, potentially weakening minority-holder influence. As no cash was paid, the cost is pure dilution; size appears small relative to VERB’s float, so impact is limited but worth monitoring. Overall governance signal is mixed.

Portfolio Manager

TL;DR: Performance-based equity grant hints at stronger revenue trend; dilution minimal, market impact likely neutral-to-slightly positive.

The grant suggests management beat aggressive internal sales targets, implying positive momentum ahead of future earnings. 160 k shares add only a fraction to outstanding stock, so EPS drag is negligible. Insider continuing to accumulate stock may be read as confidence, yet investors should weigh the growing single-person ownership risk. No option exercises or sales were disclosed, removing immediate selling pressure. Net market impact: modestly constructive but not a thesis-changing event.

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^*

CUTAIA RORY J.

(Last) (First) (Middle)

C/O VERB TECHNOLOGY COMPANY, INC.

3024 SIERRA JUNIPER COURT

(Street)

LAS VEGAS NV 89138

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Verb Technology Company, Inc. [ VERB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		A		160,000(1)	A	$0	487,725(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. The restricted stock units (the "RSUs") granted to the Reporting Person on July 31, 2025 (the "grant date") as referenced herein, are issued pursuant to that October 31, 2024 Corporate Action, Change of Control, and Extraordinary Performance Agreement ( the "Extraordinary Performance Agreement") instituted and adopted by the board of directors of the Issuer (the "Board"), pursuant to which the Board determined to grant RSUs to the Reporting Person upon the achievement of certain quarterly revenue-based performance metrics. The RSUs vested on the grant date. The Company's independent board members determined that issuance of the balance of the RSUs contemplated under the Extraordinary Performance Agreement was warranted given the meaningful growth of revenue attributed to the measures and strategies employed and executed by the recipients, well beyond what was reasonably contemplated at the time the Extraordinary Performance Agreement was adopted.

2. The total reported in Column 5 includes the (i) 160,000 newly awarded restricted stock units, of which all 160,000 have vested (ii) 80,000 restricted stock units, of which all 80,000 have vested, (iii) 60,000 restricted stock units, of which all 60,000 have vested, (iv) 60,000 restricted stock units, of which all 60,000 have vested, (v) 75,873 restricted stock units, of which 0 have vested, (vi) 50,968 restricted stock units, of which 0 have vested, and (vii) 884 shares of common stock.

	/s/ Rory J. Cutaia	08/04/2025
	** 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.
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FAQ

How many RSUs did VERB grant to its CEO on 07/31/2025?

160,000 restricted stock units were awarded and vested immediately.

Why were the RSUs granted to Rory J. Cutaia?

They were issued under an Extraordinary Performance Agreement after revenue growth exceeded targeted metrics.

What is the CEO’s total beneficial ownership after the transaction?

Cutaia now directly holds 487,725 common shares/vested RSUs.

Does the Form 4 report any derivative security transactions?

No, no options or other derivatives were acquired or disposed of in this filing.

Will the RSU issuance affect VERB’s earnings per share?

Dilution is minimal given the relatively small number of shares compared to the company’s total float.