VerifyMe Form 4: Insider Adds 42K Net Shares, Eyes 550K Performance RSUs

Rhea-AI Filing Summary

VerifyMe, Inc. (VRME) – Form 4 overview: CEO, President and Director Adam H. Stedham reported multiple equity transactions dated 06/19/2025.

• Conversion of RSUs (Code M): 68,027 restricted stock units were converted into common shares at a cost of $0, increasing Stedham’s direct holdings to 435,375 shares.
• Share withholding for taxes (Code F): 26,178 of the newly issued shares were simultaneously withheld at $0.758 per share to satisfy payroll‐tax obligations, leaving the executive with 409,197 directly owned shares.
• Remaining derivative position: • 18,750 time-based RSUs vest on 01/01/2026. • 550,000 performance RSUs vest in three tranches when VRME’s stock trades ≥ $2.21, ≥ $2.94 and ≥ $3.68 for 20 consecutive days, with final vesting on 06/19/2027. • $175,000 8 % convertible note due 08/25/2026 is convertible at $1.15 into 152,174 shares.

Capital-structure implications: If all outstanding derivatives (718,924 shares) ultimately convert, potential dilution is material relative to VRME’s small float. However, most of the RSUs are performance-based, aligning management incentives with share-price appreciation beyond current levels.

Net result of reported transactions: +41,849 common shares were added to insider ownership after tax withholding. No open-market purchase or sale occurred; cash cost to the insider was zero.

Overall, the filing signals routine equity compensation vesting, with sizeable forward-looking performance incentives and a modest immediate dilution effect.

Positive

• Performance-based RSUs totalling 550,000 shares encourage management to drive share-price growth to specific targets, aligning insider incentives with shareholder returns.

Negative

• Potential dilution of up to 718,924 additional shares (≈ current float impact unknown) if all RSUs and the convertible note are exercised, which could pressure future EPS and valuation.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; modest dilution; large performance RSUs could dilute further but align CEO with higher share price.

Stedham converted 68 k RSUs, netting 41.8 k new shares after tax withholding. No cash proceeds or open-market trade occurred, so there is no direct price signal. Immediate dilution is minor, yet investors should note 718 k additional shares (550 k performance RSUs, 18.8 k time-based RSUs, 152 k from note) that could hit the float if price targets or conversions are met, representing a meaningful percentage of VRME’s outstanding shares. Because most awards depend on ambitious price hurdles ($2.21–$3.68 versus recent trading below those levels), the long-term impact hinges on performance. Net effect: neutral with long-term dilution watch-point.

Corporate Governance Specialist

TL;DR: Compensation structure incentivises value creation; dilution risk managed by performance triggers.

The vesting schedule demonstrates a pay-for-performance philosophy. Roughly 77 % of outstanding RSUs (550 k/718 k) vest only if multi-year TSR hurdles are achieved, an approach generally viewed favourably by governance observers. The simultaneous tax-withholding sale is standard. However, shareholders must approve or at least understand the sizeable equity overhang, especially given VRME’s micro-cap status. Governance risk is moderate but acceptable if communication remains transparent and dilution remains below authorised plan limits.

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^*

Stedham Adam H

(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)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

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 per share	06/19/2025		M		68,027	A	$0(1)	435,375(2)	D
Common Stock, par value $0.001 per share	06/19/2025		F		26,178(3)	D	$0.758	409,197(2)	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)	06/19/2025		M			68,027	(4)	(4)	Common Stock, par value $0.001 per share	68,027	$0	68,028	D
Restricted Stock Units	$0(1)							(5)	(5)	Common Stock, par value $0.001 per share	18,750		18,750	D
Restricted Stock Units	$0(1)							(6)	(6)	Common Stock, par value $0.001 per share	550,000		550,000	D
8% Convertible Promissory Note due 2026	$1.15							08/25/2023	08/25/2026	Common Stock, par value $0.001 per share	152,174		$175,000	D

Explanation of Responses:

1. These restricted stock units convert into common stock on a one-for-one basis ("RSUs").

2. Includes 28,592 vested RSUs 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. Shares withheld to cover tax withholding obligations on the vesting of RSUs.

4. 68,027 RSUs vested on 6/19/2025 and, except as otherwise provided in the award notice, the balance vests on 6/19/2026.

5. These RSUs were granted pursuant to the issuer's salary reduction program and will vest on 1/1/2026, except as otherwise provided in the award notice.

6. These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after 6/19/2024 if the price of the issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after 6/19/2025 if the issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on 6/19/2027 if the issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.

	/s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham	06/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many VRME shares did CEO Adam Stedham acquire on 06/19/2025?

He converted 68,027 RSUs into common stock, then had 26,178 withheld for taxes, netting 41,849 additional shares.

What is Adam Stedham’s total direct ownership in VRME after the Form 4 transactions?

The CEO now directly owns 409,197 common shares.

What performance conditions apply to the 550,000 VRME RSUs outstanding?

The RSUs vest only if VRME trades ≥ $2.21, ≥ $2.94 and ≥ $3.68 for 20 consecutive days, with final vesting on 06/19/2027.

Does the Form 4 include any open-market sale by the insider?

No. The only disposition was share withholding for taxes; no cash sale or purchase occurred in the market.

What is the conversion price of the 8 % VRME convertible note held by the CEO?

The note, due 08/25/2026, converts at $1.15 into up to 152,174 common shares.