VerifyMe CEO (VRME) holds 1,171,674 shares after RSU changes

Rhea-AI Filing Summary

VerifyMe, Inc. President and Chief Executive Officer Adam H. Stedham reported beneficial ownership of 1,171,674 shares of VerifyMe common stock, representing 8.4% of the outstanding class, over which he holds sole voting power and sole dispositive power.

This stake consists of 440,908 shares held directly, 550,000 restricted stock units convertible into shares within 60 days, 28,592 vested RSUs payable in shares upon his separation as a director, and 152,174 shares issuable from a presently convertible $175,000 8% Convertible Subordinated Promissory Note at $1.15 per share. He became a 5%-plus beneficial owner on August 1, 2026, when the 550,000 RSUs became convertible within 60 days under amended vesting terms linked to a pending merger with Open World Ltd.

Filing Explained

The 13D records beneficial ownership from convertible RSUs, while any related share issuance remains dependent on stated future triggers.

This Schedule 13D records that Adam H. Stedham became a beneficial owner above 5% on August 1, 2026, a filing category used for ownership disclosures and, where stated, possible control influence. Existing holders are not told that the related shares were issued or sold.

Although the filing's heading calls this a major-shareholder acquisition, its stated trigger was 550,000 RSUs becoming convertible within 60 days. The amended terms provide for vesting at the earlier of the merger's effective time or September 30, 2026, regardless of the prior performance conditions.

The filing also identifies 28,592 vested RSUs that become payable in shares when Stedham separates from the board, plus a presently convertible $175,000 note convertible at $1.15 per share and maturing on August 25, 2026.

Separately, it reports that 68,028 RSUs vested on June 19, 2026 and 21,897 shares were withheld for taxes at $0.60 per share; this is a tax-withholding transaction, not an open-market sale. The filing's stated dates for resolving the remaining mechanics are the note's maturity, the RSU vesting deadline, and any earlier merger effective time.

Key Figures

Beneficial ownership: 1,171,674 shares Ownership percentage: 8.4 % Shares outstanding: 13,165,196 shares +5 more

8 metrics

Beneficial ownership 1,171,674 shares Shares of VerifyMe common stock beneficially owned by Adam H. Stedham

Ownership percentage 8.4 % Percent of VerifyMe common stock class represented by Stedham's beneficial ownership

Shares outstanding 13,165,196 shares VerifyMe common shares outstanding as of August 7, 2026

RSUs convertible within 60 days 550,000 RSUs Restricted stock units held by Stedham that are convertible into shares within 60 days

Vested director RSUs 28,592 RSUs RSUs vested and payable in shares upon Stedham's separation as a director

Convertible note principal $175,000 Principal sum of 8% Convertible Subordinated Promissory Note held by Stedham

Convertible note price $1.15 per share Conversion price of Stedham's 8% Convertible Subordinated Promissory Note

RSUs vested June 19, 2026 68,028 RSUs RSUs that vested into shares for Stedham on June 19, 2026

Key Terms

restricted stock units, beneficial owner, Convertible Subordinated Promissory Note, Agreement and Plan of Merger, +1 more

5 terms

restricted stock units financial

"550,000 restricted stock units, which are convertible into the Issuer's Shares"

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.

beneficial owner financial

"On August 1, 2026, Mr. Stedham became the beneficial owner of 5% or greater"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Convertible Subordinated Promissory Note financial

"party to an 8% Convertible Subordinated Promissory Note (Convertible Note) dated August 25, 2023"

Agreement and Plan of Merger financial

"party to a certain Agreement and Plan of Merger dated as of February 11, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

dispositive power financial

"has sole voting and sole dispositive power with respect to 1,171,674 Shares"

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.

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

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Available on EDGAR 08/07/2026 - 04:15 PM Accepted by SEC EDGAR 08/07/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What percentage of VerifyMe (VRME) shares does CEO Adam H. Stedham beneficially own?

Adam H. Stedham beneficially owns 1,171,674 VerifyMe shares, representing 8.4% of the common stock class. This percentage is based on 13,165,196 shares outstanding as of August 7, 2026 plus his RSUs and convertible note shares.

How is Adam H. Stedham’s 1,171,674-share beneficial stake in VerifyMe (VRME) composed?

His 1,171,674-share stake includes 440,908 shares held directly, 550,000 RSUs convertible within 60 days, 28,592 vested RSUs payable upon board service separation, and 152,174 shares issuable from a presently convertible 8% Convertible Subordinated Promissory Note.

Why did Adam H. Stedham cross the 5% beneficial ownership threshold in VerifyMe (VRME)?

He became a 5%-plus beneficial owner on August 1, 2026 when 550,000 restricted stock units became convertible into VerifyMe shares within 60 days. Their vesting terms were amended so vesting occurs by the merger effective time or September 30, 2026.

What are the terms of Adam H. Stedham’s 550,000 VerifyMe (VRME) restricted stock units?

Stedham was granted 550,000 RSUs on June 19, 2023 with three price-based tranches at $2.21, $2.94, and $3.68 per share. On February 11, 2026, vesting was amended to occur by the merger effective time or September 30, 2026, regardless of performance conditions.

What are the key terms of Adam H. Stedham’s 8% Convertible Subordinated Promissory Note with VerifyMe (VRME)?

The Convertible Subordinated Promissory Note has a principal sum of $175,000, an interest rate of 8%, and a conversion price of $1.15 per share. It is presently convertible and matures on August 25, 2026, supporting issuance of 152,174 shares.

What recent RSU vesting transaction did Adam H. Stedham report for VerifyMe (VRME)?

On June 19, 2026, 68,028 RSUs held by Stedham vested into shares on a one-for-one basis. For tax withholding obligations, 21,897 shares were withheld at a price of $0.60 per share, as disclosed in his Form 4 filed June 22, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

08/01/2026

(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)

OO, PF

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 1,171,674.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,171,674.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,171,674.00

12

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

13

Percent of class represented by amount in Row (11)

8.4 %

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, (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., and (iv) 152,174 Shares that are issuable upon the conversion of a presently convertible promissory note. The percentage in row 13 above is based on (i) 13,165,196 Shares outstanding as of August 7, 2026, (ii) 550,000 shares underlying RSUs that are convertible within 60 days, (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., and (iv) 152,174 Shares that are issuable upon the conversion of a presently convertible promissory note.

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, FIFTH FLOOR, LAKE MARY, FLORIDA , 32746.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Adam H. Stedham (Mr. Stedham), the President, Chief Executive Officer and a director of VerifyMe, Inc., a Nevada corporation (the Issuer).
(b)	The principal business address of Mr. Stedham is c/o VerifyMe, Inc. 801 International Parkway, Fifth Floor, Lake Mary, Florida 32746.
(c)	The present principal occupation of Mr. Stedham is acting as the President and Chief Executive Officer and a director of the Issuer. The principal business address of the Issuer is 801 International Parkway, Fifth Floor, Lake Mary, Florida 3274
(d)	During the past five years, the Reporting Person has not been convicted in a criminal proceeding.
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Stedham is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	On August 1, 2026, Mr. Stedham became the beneficial owner of 5% or greater of the Issuer's Shares by virtue of 550,000 restricted stock units, which are convertible into the Issuer's Shares on a one-for-one basis (RSUs), becoming convertible within 60 days. Mr. Stedham was granted the 550,000 RSUs on June 19, 2023, in connection with his service as President and Chief Executive Officer of the Issuer. The RSUs initially were scheduled to vest in three tranches, with Tranche 1 vesting 150,000 Shares on the first anniversary of the grant date if the price of the Issuer's common stock was $2.21 per share and traded at or above that price for 20 consecutive days. Tranche 2 would vest 200,000 Shares on or after the second anniversary of the grant date if the Issuer's common stock traded at or above $2.94 per share for 20 consecutive trading days. Tranche 3 would vest 200,000 Shares on the fourth anniversary of the grant date if the Issuer's common stock traded at or above $3.68 per share for 20 consecutive trading days. The vesting terms of the RSUs were subsequently amended by the Issuer's Compensation Committee on February 11, 2026 so that the RSUs would vest upon the earlier of the effective time of the merger transaction (as described in the Issuer's Form S-4 Registration Statement on file with the Securities and Exchange Commission (SEC)) or September 30, 2026, regardless of whether the performance conditions have been satisfied. All other securities reported herein were purchased with either personal funds of Mr. Stedham or were securities acquired upon vesting of equity awards granted to Mr. Stedham in connection with his service as President and Chief Executive Officer or as a director of the Issuer.
Item 4.	Purpose of Transaction
	Mr. Stedham is the President and Chief Executive Officer and a member of the board of directors of the Issuer. In such capacity, Mr. Stedham may, from time to time, discuss or make plans or proposals to other members of the Issuer's board of directors with respect to the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. As of the date of this Schedule 13D, the Issuer is party to a certain Agreement and Plan of Merger dated as of February 11, 2026 by and among VerifyMe, Inc., VRME Subsidiary Corp. and Open Word Ltd. (the Merger Agreement), as amended by the First Amendment to Agreement and Plan of Merger dated April 13, 2026 and the Second Amendment to Agreement and Plan of Merger dated June 4, 2026. A full description of the Merger Agreement is located in the Issuer's Form S-4 Registration Statement most recently filed with the SEC on July 31, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D, Mr. Stedham may be deemed to beneficially own, in the aggregate, 1,171,674 Shares of the Issuer,
(b)	As of the date of this Schedule 13D, Mr. Stedham has sole voting and sole dispositive power with respect to 1,171,674 Shares of the Issuer. Mr. Stedham does not have shared voting or shared dispositive power with respect to the Shares.
(c)	On June 19, 2026, 68,028 RSUs held by Mr. Stedham had vested into Shares on a one-for-one basis. In connection with such vesting, Mr. Stedham had 21,897 Shares withheld for tax withholding obligations, with a per Share price of $0.60, as reported in Mr. Stedham's beneficial ownership report on Form 4 filed with the SEC on June 22, 2026.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Mr. Stedham and the Issuer are party to a Restricted Stock Unit Award Agreement pursuant to which the Issuer granted Mr. Stedham 550,000 RSUs under the Issuer's 2020 Equity Incentive Plan on June 19, 2023. The vesting terms of such RSUs are described in Item 3 of this Schedule 13D. Mr. Stedham and the Issuer are party to a Restricted Stock Unit Award Agreement pursuant to which the Issuer granted Mr. Stedham 28,592 RSUs under the Issuer's 2020 Equity Incentive Plan on April 7, 2022. These RSUs vested on January 1, 2023, however, they do not become payable in Shares until Mr. Stedham's separation from service as a director of the Issuer. Mr. Stedham and the Issuer are party to an 8% Convertible Subordinated Promissory Note (Convertible Note) dated August 25, 2023. The principal sum of the Convertible Note is $175,000. The Convertible Note has a conversion price of $1.15 per Share, is presently convertible and matures on August 25, 2026. Mr. Stedham and the Issuer are party to an employment agreement, effective June 19, 2023. A full description of the employment agreement is located in the Issuer's Form S-4 Registration Statement most recently filed with the SEC on July 31, 2026. Mr. Stedham and the Issuer are also party to an amended and restated employment agreement, dated February 11, 2026, that will become effective upon the closing of the Merger Agreement. A full description of the amended and restated employment agreement is located in the Issuer's Form S-4 Registration Statement most recently filed with the SEC on July 31, 2026.
Item 7.	Material to be Filed as Exhibits.
	Employment Agreement with Adam Stedham, effective June 19, 2023 (incorporated by reference to Exhibit 10.4 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465923008078/ex10_1.htm Amended and Restated Employment Agreement with Adam Stedham dated February 11, 2026 (incorporated by reference to Exhibit 10.5 to the Form S-4 filed by the Issuer April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465926001529/ex10_2.htm RSU Agreement with Adam Stedham dated June 19, 2026 (incorporated by reference to Exhibit 10.9 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465923011000/ex10_2.htm Form of deferred RSU agreement (incorporated by reference to Exhibit 10.18 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465921005308/ex10_4.htm Form of Convertible Subordinated Promissory Note (incorporated by reference to Exhibit 10.30 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465923011723/ex10_2.htm Agreement and Plan of Merger dated February 11, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World Ltd. (incorporated by reference to Exhibit 2.1 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465926001529/ex2_1.htm First Amendment to Agreement and Plan of Merger dated April 13, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World Ltd. (incorporated by reference to Exhibit 2.2 to the Form S-4 filed by the Issuer on April 15, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465926004702/ex2_2.htm Second Amendment to Agreement and Plan of Merger dated April 13, 2026, by and among VerifyMe, Inc., VRME Subsidiary Corp., and Open World Ltd. (incorporated by reference to Exhibit 2.3 to the Form S-4/A filed by the Issuer on June 8, 2026): https://www.sec.gov/Archives/edgar/data/1104038/000121465926007227/ex2_3.htm

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:	08/07/2026