[Form 4] VerifyMe, Inc. Insider Trading Activity

Rhea-AI Filing Summary

VerifyMe, Inc. (VRME) director Marshall S. Geller reported multiple equity transactions and holdings. On 09/19/2025 the reporting person transferred 35,000 common shares to a family trust for which he is trustee, reducing his direct holdings to 52,000 shares. The report shows an indirect holding of 473,344 shares held by the Marshall & Patricia Geller Living Trust, which includes 68,310 vested restricted stock units payable upon separation from board service. On 10/09/2025 the reporting person was granted 35,000 restricted shares under the 2020 Equity Incentive Plan that generally vest on the first anniversary of the grant. Derivative holdings held indirectly by the trust include a warrant for 31,104 shares (exercise price $3.215, expires 10/14/2027) and an 8% convertible promissory note convertible into 152,174 shares at $1.15 due 08/25/2026 with principal $175,000.

Insights

Corporate Governance Expert

Director shifted shares into a family trust and received new restricted stock that vests over one year.

The transfer of 35,000 shares into a family trust on 09/19/2025 is a non-sale reallocation of beneficial ownership and does not change aggregate economic exposure when combined with indirect holdings of 473,344 shares.

The additional grant of 35,000 restricted shares under the 2020 Equity Incentive Plan on 10/09/2025 vesting in one year aligns director compensation with retention. Watch near-term vesting events and any future transfers that could alter voting or saleable float within the next 12 months.

Equity Analyst

Total reported indirect and direct holdings create concentrated insider exposure, supported by convertible debt and warrants.

Combined direct and indirect common stock and instruments imply substantial potential dilution from 152,174 convertible-note shares and 31,104 warrant shares. The convertible note has an 8% coupon and conversion price $1.15, maturing on 08/25/2026.

Monitor the conversion timeline and warrant exercise window to assess dilution and cash obligations over the next 9 months to 11 months.

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^*

GELLER MARSHALL S

(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
	Officer (give title below)		Other (specify below)

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		35,000(1)	D	$0	52,000	D
Common Stock, par value $0.001								473,344(1)(2)	I	By Marshall & Patricia Geller Living Trust
Common Stock, par value $0.001	10/09/2025		A		35,000(3)	A	$0	87,000	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
Warrant (Right to Buy)	$3.215							10/14/2022	10/14/2027	Common Stock, par value $0.001	31,104		31,104	I	By Marshall & Patricia Geller Living Trust
8% Convertible Promissory Note due 2026	$1.15							08/25/2023	08/25/2026	Common Stock, par value $0.001	152,174		$175,000	I	By Marshall & Patricia Geller Living Trust

Explanation of Responses:

1. On September 19, 2025, the Reporting Person transferred 35,000 shares to a family trust of which the Reporting Person is trustee.

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. This restricted stock award was granted under the VerifyMe, Inc. 2020 Equity Incentive Plan and, except as otherwise provided in the award notice, vests on the first anniversary of the grant date.

	/s/ Jennifer Cola, Attorney-in-Fact for Marshall Geller	10/10/2025
	** 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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