Verb Technology Form 4: 160,000 RSUs immediately vested to insider

Rhea-AI Filing Summary

On 07/31/2025 Verb Technology Company (VERB) granted Director and 10% owner James P. Geiskopf 160,000 restricted stock units (RSUs) that vested immediately at a stated price of $0. The award was made under the 10/31/2024 “Extraordinary Performance Agreement” after the board determined revenue targets had been exceeded. Following the grant, Geiskopf’s beneficial ownership rose to 400,758 shares/units, incorporating previous awards of 80,000, 60,000, 60,000, 24,279, 16,310 RSUs and 169 common shares.

No derivative transactions were reported and no cash was exchanged. While the grant recognises above-plan revenue growth, it introduces incremental dilution and, because it is fully vested, could become near-term sellable.

• Form type: 4 (insider award)
• Insider role: Director & 10% owner
• Transaction code: A (award)

Positive

• Revenue outperformance confirmed by board as basis for RSU award.
• Performance-linked compensation aligns pay with measurable metrics.

Negative

• Share dilution: 160,000 new fully-vested units increase outstanding equity.
• Immediate vesting allows potential near-term insider selling, creating market overhang.

Insights

Financial Analyst

TL;DR Minor insider award recognises revenue outperformance; limited direct valuation impact but adds slight dilution.

The 160k RSU award represents a small fraction of VERB’s float yet confirms that quarterly revenue exceeded board-set hurdles. Because the units vested immediately, the insider may monetise them at will, introducing a modest overhang. No purchase of shares occurred, so the filing does not indicate insider confidence via cash outlay. Overall valuation impact is negligible; investors should focus instead on forthcoming revenue disclosures that justified the grant.

Corporate Governance Specialist

TL;DR Award signals pay-for-performance, but instantaneous vesting raises dilution and alignment questions.

Boards commonly use RSUs to reward execution, and tying grants to explicit revenue metrics is positive from an incentive-design standpoint. However, issuing fully-vested shares eliminates retention value and may weaken long-term alignment. Shareholders gain visibility that revenue growth outpaced expectations, yet must weigh this against the cumulative dilution of multiple past grants (now 400k+ units). Transparency is adequate, and no 10b5-1 plan was flagged.

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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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^*

Geiskopf James P

(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
	Officer (give title below)		Other (specify below)

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	400,758(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) 24,279 restricted stock units, of which 0 have vested, (vi) 16,310 restricted stock units, of which 0 have vested, and (vii) 169 shares of common stock.

	/s/ James P. Geiskopf	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

What did Verb Technology (VERB) disclose in the latest Form 4?

Director/10% owner James P. Geiskopf received 160,000 RSUs that vested immediately on 07/31/2025.

How many shares does Geiskopf own after the transaction?

The filing lists 400,758 shares/units beneficially owned following the award.

Why were the RSUs granted to the VERB insider?

They were issued under an Extraordinary Performance Agreement after revenue growth exceeded board-set targets.

Do the granted RSUs have a vesting schedule?

No. All 160,000 RSUs vested immediately on the grant date.

Were any derivative securities reported in this Form 4?

No derivative positions were disclosed; the filing covers only RSU awards.