[Form 4] VerifyMe, Inc. Insider Trading Activity

Rhea-AI Filing Summary

The filing shows that Howard Goldberg, a director of VerifyMe, Inc. (VRME), was granted 35,000 shares of restricted common stock on 10/09/2025 at a $0 purchase price under the 2020 Equity Incentive Plan. The award generally vests on the first anniversary of the grant date. Following the grant, the reporting person beneficially owns 373,662 shares in total, which includes 89,310 vested restricted stock units that become payable one-for-one in shares upon separation of service as a director. The Form 4 was signed by an attorney-in-fact on 10/10/2025.

Positive

• 35,000 restricted shares granted to align director incentives with shareholders
• Total beneficial ownership increased to 373,662 shares, strengthening director stake
• 89,310 vested RSUs payable on separation provide additional deferred compensation that vests one-for-one into shares

Negative

• None.

Insights

Corporate Governance Analyst

Director received a time‑based restricted stock award that increases ownership and aligns interests with shareholders.

The 35,000-share restricted stock grant vests typically after one year, creating a retention link between the director and the company. The grant at a $0 price reflects a compensatory award under the 2020 Equity Incentive Plan.

Key dependencies include the vesting schedule and continued service as a director; the filing also discloses 89,310 vested restricted stock units payable on separation, which could convert to shares on termination. Monitor equity dilution and timing around the one-year vesting date beginning 10/09/2025.

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^*

GOLDBERG HOWARD

(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	10/09/2025		A		35,000(1)	A	$0	373,662(2)	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

Explanation of Responses:

1. This restricted stock award was granted under the VerifyMe, Inc. 2020 Equity Incentive Plan and, except as otherwise provided in the award notice, vests on the first anniversary of the grant date.

2. Includes 89,310 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.

	/s/ Jennifer Cola, Attorney-in-Fact for Howard Goldberg	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 Howard Goldberg report on Form 4 for VRME?

The Form 4 reports a 35,000-share restricted stock award granted on 10/09/2025 and total beneficial ownership of 373,662 shares.

When does the 35,000-share restricted award vest?

Except as otherwise provided in the award notice, the restricted stock award vests on the first anniversary of the grant date.

Are there any RSUs disclosed for the reporting person?

Yes, the reporting person holds 89,310 vested restricted stock units that become payable one-for-one in shares upon separation of service as a director.

What price was paid for the restricted shares reported on Form 4?

The restricted stock award was reported at a $0 price.

Who signed the Form 4 filing for Howard Goldberg?

The Form 4 was signed by Jennifer Cola, Attorney-in-Fact on 10/10/2025.