VirnetX director granted 7,500 restricted shares

O'BRIEN THOMAS M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

O'BRIEN THOMAS M reported acquisition or exercise transactions in this Form 4 filing.

VirnetX Holding Corp director Thomas M. O'Brien received a grant of 7,500 shares of restricted common stock on June 11, 2026 as equity compensation. The award carries no purchase price and increases his direct holdings to 35,457 shares.

The restricted shares vest in full on the earlier of the one-year anniversary of the grant date or the close of business on the day before VirnetX's 2027 annual stockholder meeting, provided he remains a service provider through that date. If a Change in Control occurs before then, any unvested restricted shares will vest immediately before the transaction closes.

Insider Trade Summary

Grant/Award: 7,500 shares

Grant/Award 1 txn

Insider O'BRIEN THOMAS M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	7,500	$0.00	$0.00

Holdings After Transaction: Common Stock — 35,457 shares (Direct)

Footnotes (1)

1. F1. The total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2027 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

Key Figures

Restricted stock grant: 7,500 shares Post-grant holdings: 35,457 shares Grant price: $0.0000 per share

3 metrics

Restricted stock grant 7,500 shares Common Stock awarded June 11, 2026

Post-grant holdings 35,457 shares Total common shares directly owned after grant

Grant price $0.0000 per share Reported transaction price for restricted stock award

Key Terms

Restricted Stock, Change in Control, Equity Incentive Plan

3 terms

Restricted Stock financial

"The total number of restricted shares ("Restricted Stock") shall vest on the earlier"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Change in Control financial

"If a Change in Control occurs, all of the Restricted Stock then unvested"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Equity Incentive Plan financial

"Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

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

What did VirnetX (VHC) director Thomas O'Brien report in this Form 4?

Thomas O'Brien reported receiving 7,500 shares of restricted common stock as an equity grant. These shares were awarded at no cash cost and increase his direct holdings in VirnetX to 35,457 shares after the transaction.

How many VirnetX (VHC) shares did Thomas O'Brien acquire and at what price?

Thomas O'Brien acquired 7,500 shares of VirnetX common stock through a restricted stock grant. The reported transaction price per share is $0.0000, reflecting a compensation award rather than an open-market purchase or conventional investment transaction.

When do Thomas O'Brien’s 7,500 restricted VirnetX (VHC) shares vest?

The 7,500 restricted shares vest on the earlier of one year after the June 11, 2026 grant date or the close of business the day before VirnetX’s 2027 annual meeting, assuming his continuous service status is maintained through that vesting date.

What happens to Thomas O'Brien’s VirnetX restricted stock if there is a Change in Control?

If a Change in Control occurs, all unvested restricted shares held by Thomas O'Brien will vest immediately before the deal closes. This accelerates vesting so he is fully vested in the award at the time the Change in Control transaction is completed.

Is Thomas O'Brien’s Form 4 transaction a market buy or sell of VirnetX (VHC) stock?

The Form 4 shows an acquisition via grant, coded as a compensation award, not an open-market buy or sell. No shares were traded on the market; instead, 7,500 restricted shares were issued directly as part of his director compensation package.

What is Thomas O'Brien’s total VirnetX (VHC) share ownership after this restricted stock grant?

After receiving the 7,500-share restricted stock grant, Thomas O'Brien directly owns 35,457 shares of VirnetX common stock. This figure reflects his total direct holdings reported immediately following the June 11, 2026 compensation transaction.

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

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Accepted by SEC EDGAR 06/25/2026 - 04:05 PM EDT Learn about SEC filing dates

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^*

O'BRIEN THOMAS M

(Last) (First) (Middle)

C/O 308 DORLA COURT

SUITE 206

(Street)

ZEPHYR COVE NEVADA 89448

(City) (State) (Zip)

UNITED STATES

(Country)

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		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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	06/11/2026		A		7,500(1)	A	$0	35,457	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 total number of restricted shares ("Restricted Stock") shall vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the close of business on the day prior to the Company's 2027 annual meeting of stockholders, in each case, so long as the Reporting Person's continuous status as a Service Provider (as defined in the Company's Amended and Restated 2013 Equity Incentive Plan) has not terminated prior to each such date. If a Change in Control occurs, all of the Restricted Stock then unvested as of the date of the Change in Control, will vest immediately prior to the consummation of the Change in Control transaction.

	/s/ Kendall Larsen, Attorney-in-fact for Thomas M. O'Brien	06/25/2026
	** 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)