VerifyMe (VRME) CEO exercises RSUs, 21,897 shares withheld for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
VerifyMe, Inc. CEO and President Adam H. Stedham reported routine equity compensation activity. On 6/19/2026, restricted stock units that convert into common stock on a one-for-one basis vested, and he acquired 68,028 shares of common stock through a derivative exercise.
To cover tax withholding obligations on the RSU vesting, 21,897 common shares were withheld rather than sold in the market. Following these transactions, Stedham directly held 469,500 shares of VerifyMe common stock. He also holds an 8% Convertible Promissory Note due 2026 that is currently convertible into 152,174 common shares at $1.15 per share and maintains restricted stock units representing 550,000 underlying common shares, some of which vest upon a future merger or by September 30, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
68,028 shares exercised/converted
Mixed
5 txns
Insider
Stedham Adam H
Role
CEO and President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 68,028 | $0.00 | -- |
| Exercise | Common Stock, par value $0.001 per share | 68,028 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.001 per share | 21,897 | $0.60 | $13K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | 8% Convertible Promissory Note due 2026 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Common Stock, par value $0.001 per share — 491,397 shares (Direct, null);
8% Convertible Promissory Note due 2026 — 152,174 shares (Direct, null)
Footnotes (1)
- These restricted stock units, which convert into common stock on a one-for-one basis ("RSUs"), vested on 6/19/2026. 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. Also adjusted to increase the amount beneficially owned by 2,359 shares that were inadvertently left off of the Reporting Person's prior Form 4 reports. Shares withheld to cover tax withholding obligations on the vesting of RSUs. These RSUs will vest upon the earlier of the effective time of the merger, as disclosed and described in VerifyMe, Inc.'s Form S-4 registration statement filed with the SEC, or September 30, 2026.
Key Figures
RSU shares acquired: 68,028 shares
Shares withheld for taxes: 21,897 shares
Common shares held after transactions: 469,500 shares
+5 more
8 metrics
RSU shares acquired
68,028 shares
Common stock received from RSU vesting and derivative exercise on June 19, 2026
Shares withheld for taxes
21,897 shares
Common shares withheld to cover tax obligations on RSU vesting at $0.60 per share
Common shares held after transactions
469,500 shares
Direct VerifyMe common stock ownership following June 19, 2026 transactions
Convertible note exercise price
$1.15 per share
8% Convertible Promissory Note due 2026, underlying 152,174 common shares
Shares underlying convertible note
152,174 shares
Common stock underlying 8% Convertible Promissory Note due 2026
RSUs outstanding
550,000 underlying shares
Restricted Stock Units tied to VerifyMe common stock, including unvested grants
Deferred vested RSUs
28,592 RSUs
Vested RSUs payable in common stock upon separation as a director
Tax-withholding transaction price
$0.60 per share
Price used for 21,897 shares withheld to satisfy tax obligations
Key Terms
Restricted Stock Units, 8% Convertible Promissory Note due 2026, tax withholding obligations, Form S-4 registration statement, +1 more
5 terms
Restricted Stock Units financial
"These restricted stock units, which convert into common stock on a one-for-one basis ("RSUs"), vested on 6/19/2026."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
8% Convertible Promissory Note due 2026 financial
"8% Convertible Promissory Note due 2026, convertible into common stock at $1.15 per share."
tax withholding obligations financial
"Shares withheld to cover tax withholding obligations on the vesting of RSUs."
Form S-4 registration statement regulatory
"the merger, as disclosed and described in VerifyMe, Inc.'s Form S-4 registration statement filed with the SEC"
Form S-4 is the U.S. Securities and Exchange Commission filing companies use when they offer or exchange securities as part of a merger, acquisition, or similar corporate deal. It collects the deal’s full playbook — reasons, terms, financial statements and risks — so investors can understand how the transaction will change ownership, value and potential dilution; think of it as the detailed instruction manual and ingredient list for a major business combination.
merger financial
"These RSUs will vest upon the earlier of the effective time of the merger ... or September 30, 2026."
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
FAQ
What equity transactions did VerifyMe (VRME) CEO Adam Stedham report?
Adam Stedham reported RSU vesting that delivered 68,028 VerifyMe common shares and a related tax-withholding share disposition. The filing shows routine compensation events rather than open-market buying or selling, with shares withheld to satisfy tax obligations from vested restricted stock units.
Were any of the VerifyMe (VRME) CEO’s Form 4 transactions open-market sales or purchases?
No open-market sales or purchases were reported. The filing shows a derivative exercise delivering 68,028 shares and a tax-withholding disposition of 21,897 shares, where shares were withheld to cover taxes on vested RSUs, not sold through the open market.
What derivative securities linked to VerifyMe (VRME) common stock does the CEO still hold?
Adam Stedham holds an 8% Convertible Promissory Note due 2026, convertible into 152,174 VerifyMe common shares at $1.15 per share, plus restricted stock units representing 550,000 underlying shares, giving him additional potential future equity exposure beyond his current common stock holdings.
When do the VerifyMe (VRME) CEO’s restricted stock units vest according to the filing?
One block of RSUs vested on June 19, 2026, converting one-for-one into common shares. Another RSU grant will vest upon the earlier of the effective time of a merger described in VerifyMe’s Form S-4 registration statement or on September 30, 2026, whichever occurs first.
What does the Form 4 reveal about deferred VerifyMe (VRME) RSUs for the CEO?
The filing notes 28,592 vested RSUs that become payable in VerifyMe common shares upon Adam Stedham’s separation as a director. These RSUs are already vested but will not convert into shares until his board service ends, adding deferred equity exposure.