VerifyMe (VRME) Form 4: 13,334 RSUs vested; 4,293 shares withheld

VerifyMe (VRME) reported insider equity activity by its SVP, Technology and CIO.

Accepted by SEC EDGAR 11/04/2025 - 04:30 PM EST Learn about SEC filing dates

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.

Insider Trade Summary

13,334 shares exercised/converted

Exercise 3 txns

Insider Wang Jack

Role SVP, Technology and CIO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	13,334	$0.00	$0.00
Exercise	Common Stock, par value $0.001 per share	13,334	$0.00	$0.00
Exercise Price or Tax Liability	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 — 86,812 contracts (Direct); Common Stock, par value $0.001 per share — 50,395 shares (Direct)

Footnotes (4)

1. F1. These restricted stock units ("RSUs") vested on 11/2/2025 and converted into common stock on a one-for-one basis.
2. F2. Shares withheld to cover tax withholding obligations upon the vesting of RSUs.
3. F3. These RSUs vest on 1/1/2026, except as otherwise provided in the award notice.
4. F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.