[Form 4] VerifyMe, Inc. Insider Trading Activity

Rhea-AI Filing Summary

VerifyMe, Inc. (VRME): Insider equity transaction reported. Officer Fred Volk III reported RSU activity and share withholding. On 11/02/2025, 13,334 restricted stock units vested and converted into common stock on a one-for-one basis, coded “M.” To cover taxes at vesting, 5,305 shares were withheld at $0.9858, coded “F.” Following these transactions, beneficial ownership stands at 64,809 common shares (direct).

Outstanding equity awards include 12,500 RSUs scheduled to vest on 01/01/2026, and 75,000 performance-based RSUs vesting in tranches upon stock price hurdles of $2.21, $2.94, and $3.68 sustained for 20 consecutive trading days prior to June 18, 2027, with continued employment conditions as specified.

Insights

Corporate governance and insider transactions analyst

Routine Form 4: RSU vesting, tax withholding, and remaining awards.

The filing documents standard equity events: 13,334 RSUs vested on 11/02/2025 and converted to common stock at a one-for-one rate. To satisfy tax obligations, 5,305 shares were withheld at $0.9858. Post-transaction direct beneficial ownership is 64,809 shares.

Unvested grants include 12,500 RSUs set to vest on 01/01/2026 and 75,000 performance-based RSUs with price hurdles at $2.21, $2.94, and $3.68 that must be maintained for 20 consecutive trading days before June 18, 2027, alongside continued employment conditions.

This is administrative in nature and does not, by itself, alter the investment thesis. Any future impact depends on share price performance relative to the disclosed hurdles and service conditions.

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^*

Volk Fred III

(Last) (First) (Middle)

C/O VERIFYME, INC.

801 INTERNATIONAL PARKWAY, FIFTH FLOOR

(Street)

LAKE MARY FL 32746

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VerifyMe, Inc. [ VRME ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP-Ops, PeriShip Global LLC

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2025

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, par value $0.001 per share	11/02/2025		M		13,334	A	$0(1)	70,114	D
Common Stock, par value $0.001 per share	11/02/2025		F		5,305(2)	D	$0.9858	64,809	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
Restricted Stock Units	$0(1)	11/02/2025		M			13,334	(1)	(1)	Common Stock, par value $0.001 per share	13,334	$0	0	D
Restricted Stock Units	$0(3)							(3)	(3)	Common Stock, par value $0.001 per share	12,500		12,500	D
Restricted Stock Units	$0(4)							(4)	(4)	Common Stock, par value $0.001 per share	75,000		75,000	D

Explanation of Responses:

1. These restricted stock units ("RSUs") vested on 11/2/2025 and converted into common stock on a one-for-one basis.

2. Shares withheld to cover tax withholdings obligations upon the vesting of RSUs.

3. These RSUs vest on 1/1/2026, except as otherwise provided in the award notice.

4. These RSUs vest in three tranches. Tranche 1 will vest 20,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares after the Reporting Person's continued employment on June 18, 2027 if the price of the Company's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.

	/s/ Adam Stedham, Attorney-in-Fact for Fred Volk III	11/04/2025
	** 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.
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 did VerifyMe (VRME) disclose in this Form 4?

An officer reported RSU vesting of 13,334 shares on 11/02/2025 and tax withholding of 5,305 shares at $0.9858, with 64,809 shares owned directly after.

How many shares does the reporting person own after the transactions at VRME?

The filing shows 64,809 common shares beneficially owned, held directly.

What unvested RSUs remain for the VRME officer?

There are 12,500 time-based RSUs scheduled to vest on 01/01/2026 and 75,000 performance RSUs subject to price hurdles and service conditions.

What are the performance vesting hurdles for VRME’s RSUs?

Tranches vest at stock price targets of $2.21, $2.94, and $3.68 maintained for 20 consecutive trading days prior to June 18, 2027 with continued employment requirements.

Why were 5,305 VRME shares withheld?

They were withheld to cover tax obligations triggered by the RSU vesting on 11/02/2025 at a price of $0.9858.

Who is the reporting person and role at VRME?

The filing is by Fred Volk III, an officer with the title VP-Ops, PeriShip Global LLC.