[Form 4] VerifyMe, Inc. Insider Trading Activity

Rhea-AI Filing Summary

VerifyMe, Inc. director and Executive Chairman Scott N. Greenberg reported multiple transactions in Form 4 showing transfers and dispositions of common stock and holdings in derivative awards. Between 09/19/2025 and 09/23/2025 he reported dispositions totaling 175,561 shares held indirectly by the Scott Greenberg Revocable Trust and multiple direct disposals reducing his direct common stock position to 74,011 shares as of 09/23/2025. The filing also discloses 56,819 restricted stock units that convert one-for-one into common stock and 15,552 warrants and a $50,000 8% convertible note exercisable into 43,478 shares. The reporter states certain shares were transferred to a revocable trust for no consideration and that 68,310 vested RSUs become payable upon separation of service.

Positive

• Transparent disclosure of multiple transactions, including transfer to a revocable trust and dispositions, with explanations provided
• Detailed reporting of derivative instruments: warrants (15,552), convertible note conversion amount (43,478 shares) and RSUs (56,819)

Negative

• Significant dispositions reported between 09/19/2025 and 09/23/2025 reducing direct holdings to 74,011 shares
• Large indirect holding transfer: 175,561 shares reported as held by the Scott Greenberg Revocable Trust, indicating a change in beneficial ownership structure

Insights

Corporate Governance Expert

TL;DR: Routine insider disposals and trust transfer disclosed; maintains notable remaining equity and derivative exposure.

The Form 4 documents multiple dispositions and a transfer into a revocable trust with clear explanations that the transfer was for no consideration and that the reporter and spouse are co-trustees. The filing lists both vested and unvested restricted stock units, outstanding warrants and a convertible note with explicit conversion amounts and exercise prices. For governance and control analysis, the key points are the reduction in direct shareholdings to 74,011 shares and continued indirect ownership via the revocable trust (175,561 shares). This maintains the reporting person's alignment with the company while documenting liquidity or estate-planning actions. All material figures are disclosed in the filing.

Securities Analyst

TL;DR: Material insider dispositions reported but substantial derivative and RSU positions remain, per filing.

The transactions occurred 09/19/2025–09/23/2025 and include dispositions of common stock and the disclosure of convertible and derivative instruments: 15,552 warrants (exercise price $3.215, expiring 10/14/2027), a $50,000 8% convertible promissory note convertible into 43,478 shares (maturity 08/25/2026), and 56,819 RSUs convertible into common stock. The filing is detailed and conforms to Section 16 reporting requirements; impact on float and insider ownership is quantifiable from the stated numbers. Overall, this is a routine insider filing with transparent disclosure of holdings and transfers.

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^*

GREENBERG SCOTT N

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		G		15,552(1)	D	$0	234,020(2)	D
Common Stock, par value $0.001	09/19/2025		G		8,403(1)	D	$0	225,617(2)	D
Common Stock, par value $0.001	09/19/2025		G		121,806(1)	D	$0	103,811(2)	D
Common Stock, par value $0.001	09/22/2025		G		4,800(1)	D	$0	99,011(2)	D
Common Stock, par value $0.001	09/23/2025		G		25,000(1)	D	$0	74,011(2)	D
Common Stock, par value $0.001								175,561(1)	I	By Scott Greenberg Revocable Trust

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(3)							(3)	(3)	Common Stock, par value $0.001	56,819		56,819	D
Warrant (Right to Buy)	$3.215							10/14/2022	10/14/2027	Common Stock, par value $0.001	15,552		15,552	D
8% Convertible Promissory Note due 2026	$1.15							08/25/2023	08/25/2026	Common Stock, par value $0.001	43,478		$50,000	D

Explanation of Responses:

1. The Reporting Person transferred these shares to a revocable trust for no consideration. The Reporting Person and his spouse are co-trustees of the trust.

2. Includes 68,310 vested restricted stock units that become payable, on a one-for-one basis, in shares of common stock of VerifyMe, Inc. upon separation of the reporting person's service as a director.

3. These restricted stock units, which convert into common stock on a one-for-one basis, vest in two equal tranches, except as otherwise provided in the award notice. Tranche 1 will vest on 3/15/2025 if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $2.75 for 20 consecutive trading days, Tranche 1 will vest on 3/15/2026 if the issuer's common stock during such period was at or above $2.75 for 20 consecutive trading days. Tranche 2 will vest on 3/15/2025 if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days. In the event that the issuer's common stock during such period does not reach $3.75 for 20 consecutive trading days, Tranche 2 will vest on 3/15/2026 if the issuer's common stock during such period was at or above $3.75 for 20 consecutive trading days.

	/s/ Adam Stedham, Attorney-in-Fact for Scott Greenberg	09/23/2025
	** 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 Scott N. Greenberg report on Form 4 for VRME?

The Form 4 reports multiple dispositions and a transfer to a revocable trust between 09/19/2025 and 09/23/2025, leaving 74,011 shares held directly and 175,561 shares indirectly via the Scott Greenberg Revocable Trust.

How many restricted stock units and warrants does the filing disclose?

The filing discloses 56,819 restricted stock units that convert one-for-one into common stock and 15,552 warrants exercisable at an exercise price of $3.215 (expiration 10/14/2027).

Does the filing mention a convertible note for VRME?

Yes. The filing shows an 8% convertible promissory note due 2026 with a conversion amount equal to 43,478 shares for a $50,000 principal amount (dated 08/25/2023, due 08/25/2026).

Were any shares transferred for consideration?

No. The reporting person states that certain shares were transferred to a revocable trust for no consideration and that the reporting person and spouse are co-trustees.

Are there vesting conditions disclosed for the RSUs?

Yes. The RSUs convert one-for-one and vest in two equal tranches with performance triggers tied to the issuer's common stock reaching $2.75 and $3.75 for 20 consecutive trading days, with fallback vesting dates on 3/15/2026 if triggers are not met earlier.