VerifyMe (VRME) director’s stake shifts after $175K note payoff

Rhea-AI Filing Summary

VerifyMe, Inc. (VRME) is the subject of an amended Schedule 13D filed by director Adam H. Stedham, updating his ownership after the cash payoff of a convertible note. As of this amendment, he may be deemed to beneficially own 1,019,500 shares of VerifyMe common stock, representing approximately 7.4% of the outstanding shares.

The filing explains that an 8% Convertible Subordinated Promissory Note with a principal amount of $175,000, purchased in a 2023 private placement, matured on August 25, 2026 and was repaid in cash plus $7,000 of accrued interest. Because the note is no longer convertible, Mr. Stedham no longer beneficially owns the 152,174 shares into which it could have converted, resulting in about a 1% reduction in his reported beneficial ownership.

Filing Explained

The amendment reports that Adam H. Stedham’s 1,019,500 beneficially owned shares, or 7.4%, comprise 440,908 shares held directly, 550,000 RSUs convertible within 60 days, and 28,592 vested RSUs payable in shares when his director service ends; he reports sole voting and dispositive power over the total.

Key Figures

Beneficial ownership shares: 1,019,500 Shares Beneficial ownership percentage: 7.4% Shares outstanding: 13,165,196 Shares +5 more

8 metrics

Beneficial ownership shares 1,019,500 Shares Shares of VerifyMe, Inc. beneficially owned by Adam H. Stedham as of Amendment No. 1

Beneficial ownership percentage 7.4% Percent of VerifyMe, Inc. outstanding common shares represented by Mr. Stedham’s beneficial ownership

Shares outstanding 13,165,196 Shares VerifyMe, Inc. shares outstanding as of August 25, 2026 used to calculate ownership percentage

Convertible note principal $175,000 Principal amount of 8% Convertible Subordinated Promissory Note repaid on August 25, 2026

Accrued interest paid $7,000 Accrued interest on the 8% Convertible Subordinated Promissory Note paid at maturity

Shares underlying matured note 152,174 Shares Number of shares into which the note could have been converted, no longer beneficially owned

Directly held common shares 440,908 Shares VerifyMe, Inc. common stock held directly by Adam H. Stedham

RSUs counted as beneficially owned 550,000 RSUs and 28,592 RSUs RSUs convertible within 60 days and vested RSUs payable upon separation included in beneficial ownership

Key Terms

beneficially own, Convertible Subordinated Promissory Note, restricted stock units, sole voting power, +1 more

5 terms

beneficially own financial

"may be deemed to beneficially own, in the aggregate, 1,019,500 Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Convertible Subordinated Promissory Note financial

"The 8% Convertible Subordinated Promissory Note in the principal amount of $175,000"

restricted stock units financial

"550,000 Shares underlying restricted stock units (RSUs) that are convertible within 60 days"

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.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: Sole Voting Power 1,019,500.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"Sole Dispositive Power 1,019,500.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

How many VRME shares does Adam H. Stedham beneficially own after this Schedule 13D/A?

After this amendment, Adam H. Stedham may be deemed to beneficially own 1,019,500 shares of VerifyMe, Inc. common stock, which the filing states is approximately 7.4% of the company’s outstanding shares as of August 25, 2026.

What caused the change in Adam H. Stedham’s reported ownership in VRME?

The change results from the maturity and cash repayment of an 8% Convertible Subordinated Promissory Note with a $175,000 principal amount. Because it is no longer convertible, Mr. Stedham no longer beneficially owns the 152,174 shares that could have been issued under the note.

What percentage of VerifyMe, Inc. (VRME) does Adam H. Stedham own according to the filing?

The amendment states that Adam H. Stedham’s beneficial ownership is approximately 7.4% of VerifyMe, Inc.’s outstanding common shares, based on 13,165,196 shares outstanding as of August 25, 2026 plus certain RSUs counted as beneficially owned.

How is Adam H. Stedham’s 1,019,500-share beneficial ownership in VRME composed?

The filing breaks down his beneficial ownership into 440,908 shares held directly, 550,000 shares underlying RSUs convertible within 60 days, and 28,592 vested RSUs that will be paid in shares upon his separation from service as a director.

Did Adam H. Stedham trade VRME shares in the 60 days before this amendment?

No. The filing states that Adam H. Stedham has not effected any transactions in VerifyMe, Inc. securities during the past 60 days prior to the date of this amendment.

What terms of the VRME convertible note held by Adam H. Stedham are disclosed?

The disclosed note is an 8% Convertible Subordinated Promissory Note with a $175,000 principal amount, purchased August 25, 2023, which matured on August 25, 2026. On maturity, VerifyMe paid Mr. Stedham $175,000 principal plus $7,000 accrued interest in cash.

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

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Available on EDGAR 08/26/2026 - 04:27 PM Accepted by SEC EDGAR 08/26/2026 - 04:26 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

VerifyMe, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

92346X2062

(CUSIP Number)

Alexander R. McClean, Esq.
Harter Secrest & Emery LLP, 1600 Bausch & Lomb Place
Rochester, NY, 14604
585-231-1248

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92346X2062

1

Name of reporting person

Stedham Adam H

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,019,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,019,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,019,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The figures included in rows 7, 9 and 11 above include (i) 440,908 shares of VerifyMe, Inc. Common Stock (Shares) held directly by Mr. Stedham, (ii) 550,000 Shares underlying restricted stock units (RSUs) that are convertible within 60 days, and (iii) 28,592 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Stedham's service as a director of VerifyMe, Inc. The percentage in row 13 above is based on (i) 13,165,196 Shares outstanding as of August 25, 2026, (ii) 550,000 shares underlying RSUs that are convertible within 60 days, and (iii) 28,592 vested RSUs that become payable, on a one-for-one basis, in Shares upon separation of Mr. Stedham's service as a director of VerifyMe, Inc.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: VerifyMe, Inc.
(c)	Address of Issuer's Principal Executive Offices: 801 INTERNATIONAL PARKWAY, 801 INTERNATIONAL PARKWAY, LAKE MARY, FLORIDA , 32746.
Item 1 Comment: The initial statement on Schedule 13D filed on August 7, 2026 (the Initial Schedule 13D) by Adam H. Stedham (Mr. Stedham), relating to the shares of common stock, par value $0.001 per share (Shares) of VerifyMe, Inc., a Nevada corporation (the Issuer), is hereby amended with respect to the matters set forth below in this Amendment No. 1. Unless otherwise indicated herein, there are no material changes to the information set forth in the Initial Schedule 13D.
Item 4.	Purpose of Transaction
	The 8% Convertible Subordinated Promissory Note in the principal amount of $175,000 (the Note), which was purchased by Mr. Stedham in the Issuer's private placement on August 25, 2023, matured on August 25, 2026. On August 25, 2026, the Issuer paid Mr. Stedham the principal amount of $175,000 plus accrued interest of $7,000, in accordance with the terms of the Note. Therefore, Mr. Stedham no longer beneficially owns the 152,174 Shares into which the Note may have been converted. This has resulted in a change of 1% of Mr. Stedham's beneficial ownership that was reported in the Initial Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D (Amendment No. 1), Mr. Stedham may be deemed to beneficially own, in the aggregate, 1,019,500 Shares of the Issuer, which represents approximately 7.4 percent of the Issuer's outstanding Shares.
(b)	As of the date of this Schedule 13D (Amendment No. 1), Mr. Stedham has sole voting and sole dispositive power with respect to 1,019,500 Shares of the Issuer. Mr. Stedham does not have shared voting or shared dispositive power with respect to the Shares.
(c)	Mr. Stedham has not effected any transactions in securities of the Issuer during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	As described in Item 3 of this Schedule 13D (Amendment No. 1), the Note matured on August 25, 2026 and was paid in accordance with its terms. Except as disclosed in Item 6 of the Initial Schedule 13D, and this Amendment No. 1, there are no other contracts, arrangements, understandings or relationships between Mr. Stedham and any person with respect to any securities of the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Stedham Adam H

Signature:	/s/ Adam H. Stedham
Name/Title:	Adam H. Stedham
Date:	08/26/2026