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[Form 4] VirnetX Holding Corp Insider Trading Activity

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

Rhea-AI Filing Summary

VirnetX Holding Corp (VHC) reported an insider equity award to its President & CEO and director, Kendall Larsen, who is also a 10% owner. On 11/24/2025, he was granted stock options to buy 50,000 shares of common stock at an exercise price of $20.22 per share, expiring on 11/24/2035, held directly. An additional stock option for 30,000 shares at the same exercise price and expiration date is held indirectly by his spouse.

The options vest over four years: one quarter of the shares vest and become exercisable on the first anniversary of the grant date, and another quarter on each annual anniversary thereafter, subject to continued service under the company’s Amended and Restated 2013 Equity Incentive Plan. If a Change in Control occurs, all then-unvested shares underlying these options will vest and become exercisable immediately before the transaction is completed.

Positive

  • None.

Negative

  • None.
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*
Larsen Kendall

(Last) (First) (Middle)
C/O 308 DORLA COURT

(Street)
ZEPHYR COVE NV 89448

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VirnetX Holding Corp [ VHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2025
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
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
Stock Option (Right to Buy) $20.22 11/24/2025 A 50,000 (1) 11/24/2035 Common Stock 50,000 $0 50,000 D
Stock Option (Right to Buy) $20.22 11/24/2025 A 30,000 (1) 11/24/2035 Common Stock 30,000 $0 30,000 I By Spouse
Explanation of Responses:
1. 1/4 of the total number of Shares subject to the Option shall vest and become exercisable on the one-year anniversary of the grant date, and 1/4 of the total number of Shares subject to the Option shall vest and become exercisable on each annual anniversary thereafter, so long as the individual's continuous status as a Service Provider (as defined in the Amended and Restated 2013 Equity Incentive Plan (the "Plan")) has not terminated prior to each such date. If a Change in Control (as defined in the Plan) occurs, all of the Shares underlying this Option then unvested as of the date of the Change in Control, will vest and become exercisable immediately prior to the consummation of the Change in Control transaction.
/s/ Kendall Larsen 11/26/2025
** 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.
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.

FAQ

What insider transaction did VirnetX (VHC) report for Kendall Larsen?

VirnetX reported that Kendall Larsen, its President & CEO, director, and 10% owner, received stock options to purchase common shares under the company’s equity incentive plan.

How many VirnetX (VHC) stock options were granted and at what price?

Larsen was granted options for 50,000 shares held directly and 30,000 shares held indirectly by his spouse, all with an exercise price of $20.22 per share.

When do Kendall Larsen’s new VirnetX (VHC) stock options expire?

Both the direct and indirect stock option grants expire on 11/24/2035, giving a long-dated right to purchase VirnetX common stock at the stated exercise price.

What is the vesting schedule for the new VirnetX (VHC) stock options?

One quarter of the shares subject to each option vests and becomes exercisable on the one-year anniversary of the grant date, and one quarter vests on each annual anniversary thereafter, conditioned on continued service as a Service Provider.

How does a Change in Control affect these VirnetX (VHC) stock options?

If a Change in Control occurs, all shares underlying these options that are then unvested will vest and become exercisable immediately before the Change in Control transaction is consummated.

Who holds the indirect VirnetX (VHC) stock options reported in this filing?

The filing states that the 30,000-share stock option grant is held indirectly by Kendall Larsen’s spouse, while the 50,000-share grant is held directly by Larsen.

Virnetx Holding

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99.21M
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Software - Infrastructure
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United States
ZEPHYR COVE