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
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 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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 35,000 | $0.00 | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Warrant (Right to Buy) | -- | -- | -- |
| holding | 8% Convertible Promissory Note due 2026 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
Footnotes (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. 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. 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.
