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

Rhea-AI Filing Summary

Verb Technology (VERB) Form 4 filing: On 01 Aug 2025 the company issued CEO/Chairman/10% owner Rory J. Cutaia 400,000 restricted stock units (RSUs), coded “A” for an acquisition at $0 per share. The award consists of 250,000 RSUs for expanding and extending his non-compete clause and 150,000 RSUs for amending constructive-discharge provisions. All units vested immediately on the grant date.

After the grant, Cutaia’s direct ownership rose to 887,725 common shares. No derivative securities were reported. The transaction increases insider equity alignment and extends key contractual obligations but is a non-cash, potentially dilutive issuance instead of an open-market purchase.

Positive

• Insider ownership rises to 887,725 shares, signaling alignment with shareholders.
• Contractual extensions of non-compete and discharge clauses may enhance leadership stability.

Negative

• Zero-cost issuance is dilutive and lacks the conviction of an open-market purchase.
• Immediate vesting limits the RSUs’ long-term incentive effect.

Insights

Securities Analyst

TL;DR: 400k RSUs granted to VERB CEO; boosts insider stake to 887k shares; modestly positive alignment, minor dilution.

The immediate-vesting award meaningfully elevates Cutaia’s ownership stake, improving management–shareholder alignment. However, because the shares were issued at no cost, the signal is weaker than an open-market buy and incrementally dilutes existing holders. No derivative activity or sales were disclosed, so the net message is stability rather than aggressive accumulation.

Corporate Governance Expert

TL;DR: RSU grant locks CEO into longer non-compete; supports retention but uses shareholder equity.

The award ties 250k RSUs to a broadened, extended non-compete and 150k RSUs to revised constructive-discharge terms, strengthening the company’s hand in retaining key leadership. Immediate vesting reduces long-term incentive power, yet contractual extensions partly offset this. From a governance perspective the compensation appears targeted and performance-neutral; impact is mildly positive for continuity.

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

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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)
08/01/2025

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	08/01/2025		A		400,000(1)	A	$0	887,725	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 August 1, 2025 (the "grant date") as referenced herein, are comprised of 250,000 RSUs issued to Mr. Cutaia's in consideration of an expansion and extension of the existing non-compete provision in his employment agreement, and 150,000 RSUs issued in consideration of a modification to the constructive discharge provisions of his employment agreement. The RSUs vested on the grant date.

	/s/ Rory J. Cutaia	08/05/2025
	** 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).
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FAQ

How many shares did VERB CEO Rory Cutaia acquire in this Form 4?

He received 400,000 RSUs that converted into common shares.

What was the transaction date reported in the VERB Form 4?

The transaction took place on August 1, 2025.

At what price were the RSUs granted to the CEO?

The Form 4 lists a $0 grant price, indicating a compensatory issuance.

How many Verb Technology shares does the CEO own after the grant?

Following the transaction, he directly owns 887,725 common shares.

Why were the RSUs granted to Rory Cutaia?

250,000 RSUs compensate for an expanded non-compete; 150,000 RSUs relate to modified constructive-discharge terms.

Does the filing disclose any derivative security transactions?

No derivative securities were reported in this Form 4.

Is this considered an open-market purchase of VERB stock?

No; it is a compensatory grant, not an open-market transaction.