[Form 4] VerifyMe, Inc. Insider Trading Activity

Rhea-AI Filing Summary

David Bruce Edmonds, a director of VerifyMe, Inc. (VRME), reported a Form 4 disclosing transactions dated 10/09/2025. The filing shows a sale of 119,662 shares of common stock and a grant/acquisition of 35,000 restricted stock units (RSUs) under the VerifyMe 2020 Equity Incentive Plan that convert one‑for‑one into common shares and vest on the first anniversary of the grant date. The filing also notes 50,217 vested RSUs that become payable in shares upon the reporting person's separation from service. The Form 4 was signed by an attorney‑in‑fact on 10/10/2025. The document identifies the reporting person as a director and indicates the transactions are individual (single filer).

Positive

• Received 35,000 RSUs under the VerifyMe 2020 Equity Incentive Plan that vest in one year
• 50,217 vested RSUs are recognized as payable upon separation, indicating some retained long‑term exposure to company equity

Negative

• Sold 119,662 shares on 10/09/2025, materially reducing reported direct holdings
• Insider selling may be perceived negatively by investors even though no reason is provided in the filing

Insights

Corporate Governance Analyst

Director reported a large sale and a concurrent RSU award, affecting insider holdings and incentives.

The filing documents a disposition of 119,662 shares on 10/09/2025 and the grant/acquisition of 35,000 restricted stock units that vest in one year. Sales by directors materially change insider ownership percentages and may alter voting power and perceived alignment with shareholders.

Risks include potential market perception of insider selling; dependencies include whether the sale was pre‑planned or for liquidity needs (the form does not state a plan). Monitor filings for additional Form 4 entries or plan disclosures in the near term.

Compensation & Equity Specialist

RSU award is time‑based with payout on separation and a one‑year vest schedule.

The reported 35,000 RSUs convert one‑for‑one to common stock and vest on the first anniversary of grant, while an additional 50,217 RSUs are described as vested but payable upon separation. Such structures tie long‑term pay to continued service or separation events rather than immediate share issuance.

Watch for vesting milestones around the first anniversary and any future disclosures that indicate when vested RSUs become payable; these events will affect dilution and future insider holdings within a 12‑month horizon.

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^*

Edmonds David Bruce

(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
	Officer (give title below)		Other (specify below)

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 per share								119,662(1)	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(2)	10/09/2025		A		35,000		(2)	(2)	Common Stock, par value $0.001 per share	35,000	$0	35,000	D

Explanation of Responses:

1. Includes 50,217 vested restricted stock units that become payable, on a one-for-one basis, in shares of common stock of the issuer upon the reporting person's separation from service with the issuer.

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.

	/s/ Jennifer Cola, Attorney-in-Fact for David Edmonds	10/10/2025
	** 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.

FAQ

What did the VerifyMe (VRME) Form 4 filed by David Edmonds report?

The Form 4 reports a disposition of 119,662 shares on 10/09/2025 and the acquisition/grant of 35,000 restricted stock units that vest in one year.

How many restricted stock units does David Edmonds have that are already vested?

The filing notes 50,217 vested restricted stock units that become payable in shares upon the reporting person's separation from service.

When do the newly granted RSUs vest for VRME insider filings?

The 35,000 RSUs granted under the 2020 Equity Incentive Plan vest on the first anniversary of the grant date and convert one‑for‑one into common stock.

Was the Form 4 filed individually or jointly for VRME?

The filing indicates it was filed by one reporting person (individual filing).

Who signed the Form 4 for David Edmonds?

The Form 4 was signed by Jennifer Cola, Attorney‑in‑Fact for David Edmonds on 10/10/2025.