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  4. [Form 4] VerifyMe, Inc. Insider Trading Activity

VRME insider update: 13,334 RSUs convert; ownership 50,395 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

VerifyMe (VRME) reported insider equity activity by its SVP, Technology and CIO. On 11/02/2025, 13,334 RSUs vested and converted one-for-one into common stock; 4,293 shares were withheld at $0.9858 to cover taxes.

Following these transactions, the officer directly owns 50,395 common shares. Unvested awards include 11,812 RSUs scheduled to vest on 1/1/2026 and 75,000 performance-based RSUs vesting in three tranches tied to share-price targets of $2.21, $2.94, and $3.68 before 6/18/2027.

Positive

  • None.

Negative

  • None.
Insider Wang Jack
Role SVP, Technology and CIO
Type Security Shares Price Value
Exercise Restricted Stock Units 13,334 $0.00 --
Exercise Common Stock, par value $0.001 per share 13,334 $0.00 --
Tax Withholding Common Stock, par value $0.001 per share 4,293 $0.9858 $4K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock, par value $0.001 per share — 54,688 shares (Direct)
Footnotes (1)
  1. These restricted stock units ("RSUs") vested on 11/2/2025 and converted into common stock on a one-for-one basis. Shares withheld to cover tax withholding obligations upon the vesting of RSUs. These RSUs vest on 1/1/2026, except as otherwise provided in the award notice. These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 shares of common stock after the reporting person's continued employment on or after June 18, 2024 if the price of the issuer's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares after the reporting person's continued employment on or after June 18, 2025 if the price of the issuer's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares after the reporting person's continued employment on June 18, 2027 if the price of the issuer's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.
Form 4 Insider Transactions: What Each Field Means →
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*
Wang Jack
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Technology and CIO
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2025
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 11/02/2025 M 13,334 A $0(1) 54,688 D
Common Stock, par value $0.001 per share 11/02/2025 F 4,293(2) D $0.9858 50,395 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) 11/02/2025 M 13,334 (1) (1) Common Stock, par value $0.001 per share 13,334 $0 0 D
Restricted Stock Units $0(3) (3) (3) Common Stock, par value $0.001 per share 11,812 11,812 D
Restricted Stock Units $0(4) (4) (4) Common Stock, par value $0.001 per share 75,000 75,000 D
Explanation of Responses:
1. These restricted stock units ("RSUs") vested on 11/2/2025 and converted into common stock on a one-for-one basis.
2. Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
3. These RSUs vest on 1/1/2026, except as otherwise provided in the award notice.
4. These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 20,000 shares of common stock after the reporting person's continued employment on or after June 18, 2024 if the price of the issuer's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares after the reporting person's continued employment on or after June 18, 2025 if the price of the issuer's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares after the reporting person's continued employment on June 18, 2027 if the price of the issuer's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.
/s/ Adam Stedham, Attorney-in-Fact for Jack Wang 11/04/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did VerifyMe (VRME) disclose in this Form 4?

An officer reported 13,334 RSUs vested on 11/02/2025, converting to common stock, with 4,293 shares withheld at $0.9858 for taxes.

How many VerifyMe (VRME) shares does the officer hold after the transactions?

Direct ownership is 50,395 common shares after the reported transactions.

What unvested RSUs remain for the VerifyMe (VRME) officer?

Unvested awards include 11,812 RSUs scheduled to vest on 1/1/2026 and 75,000 performance-based RSUs subject to price targets.

What are the performance vesting targets tied to the 75,000 RSUs at VRME?

Tranches target share prices of $2.21, $2.94, and $3.68, each requiring 20 consecutive trading days at or above the target before 6/18/2027.

Who is the reporting person in the VRME Form 4?

An officer serving as SVP, Technology and CIO reported the transactions.

What was the purpose of the 4,293 shares withheld?

They were withheld to satisfy tax withholding obligations upon RSU vesting.