VRME insider Greenberg reports 175,561 trust holdings and convertible note

Rhea-AI Filing Summary

Scott N. Greenberg, Executive Chairman and director of VerifyMe, Inc. (VRME), reported changes in his beneficial ownership on 10/09/2025. The filing shows a disposition of 74,011 shares of common stock and reports 175,561 shares beneficially owned indirectly through the Scott Greenberg Revocable Trust. New equity awards and derivative holdings are disclosed: a grant of 35,000 restricted stock units (RSUs) dated 10/09/2025 that convert one-for-one into common shares, an additional 56,819 RSUs, an outstanding warrant for 15,552 shares exercisable through 10/14/2027, and conversion rights from an 8% convertible promissory note due 2026 representing 43,478 shares (note principal shown as $50,000 with a conversion price of $1.15). The filing includes grant/vesting terms: 68,310 vested RSUs payable upon separation of service, and performance/price-triggered vesting for tranches tied to the common stock reaching $2.75 and $3.75 for 20 consecutive trading days, with alternate vesting dates on 3/15/2025 or 3/15/2026.

Positive

• Retention and alignment via RSUs: Grant of 35,000 RSUs on 10/09/2025 aligns executive incentives with shareholders
• Significant indirect holding: 175,561 shares held indirectly through the Scott Greenberg Revocable Trust, maintaining insider stake

Negative

• Insider disposition: Sale/disposition of 74,011 common shares on 10/09/2025 reduces direct insider holdings
• Potential dilution: Convertible note ($50,000, $1.15 conversion) and outstanding warrant for 15,552 shares could increase share count if converted/exercised

Insights

Corporate Governance Analyst

Insider sold shares while retaining structured equity and conversion rights tied to performance and tenure.

The reported 74,011-share disposition reduces direct holdings but substantial indirect ownership remains via a revocable trust (175,561 shares). Multiple award types are present: vested RSUs payable on separation, newly granted RSUs, outstanding warrants, and a convertible note that can create additional common shares on conversion.

Reliance on vesting and price-triggered conditions means future dilution and insider alignment depend on the company’s share-price performance and whether the note converts before 08/25/2026. Investors may watch share-price milestones and any subsequent exercises or conversions over the next 12 months.

Compensation & Equity Structure Specialist

Compensation mix favors equity-based incentives with time- and price-based vesting, aligning pay with stock performance.

The filing shows a mix of RSUs, a warrant, and a convertible note as part of the reporting person’s compensation and exposure. Notably, 35,000 RSUs were granted on 10/09/2025 and 68,310 vested RSUs are payable upon separation, which ties value to continued service or termination events.

Key dependencies include achieving the $2.75 and $3.75 price hurdles for tranche vesting by 3/15/2025 or 3/15/2026 and whether the $50,000 note converts before 08/25/2026. Monitor vesting confirmations and any conversions in the coming quarters for dilution impact.

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^*

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)
10/09/2025

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								74,011(1)	D
Common Stock, par value $0.001								175,561	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(2)	10/09/2025		A		35,000		(2)	(2)	Common Stock, par value $0.001	35,000	$0	35,000	D
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. 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.

2. These restricted stock units, which convert into common stock on a one-for-one basis, were granted under the VerifyMe, Inc. 2020 Equity Incentive Plan and will vest on the first anniversary of the grant date and become payable upon the reporting person's separation from service with the issuer.

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/ Jennifer Cola, Attorney-in-Fact for Scott Greenberg	10/10/2025
	** 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

What did VerifyMe (VRME) insider Scott Greenberg report on Form 4?

The filing reports a disposition of 74,011 common shares on 10/09/2025, indirect beneficial ownership of 175,561 shares via his revocable trust, and multiple equity interests including 35,000 RSUs granted on 10/09/2025.

How many restricted stock units (RSUs) does Scott Greenberg hold or receive?

The filing shows 68,310 vested RSUs payable on separation, a grant of 35,000 RSUs dated 10/09/2025, and additional RSUs totaling 56,819.

Are there performance or price conditions on any equity awards for VRME insiders?

Yes. Certain RSU tranches vest only if the common stock reaches $2.75 or $3.75 for 20 consecutive trading days, with alternate vesting dates of 3/15/2025 or 3/15/2026 if conditions are met.

Does Scott Greenberg have convertible or derivative securities disclosed?

Yes. He has an outstanding warrant covering 15,552 shares exercisable through 10/14/2027 and an 8% convertible promissory note due 2026 that corresponds to 43,478 shares at a conversion price of $1.15 (note principal shown as $50,000).

When could the convertible note or warrants affect VRME’s share count?

The convertible note is due on 08/25/2026 and the warrant expires on 10/14/2027; conversion or exercise within those periods would increase outstanding common shares.