Director-linked LLC converts VSEE (VSEE) notes into over 865K shares

Rhea-AI Filing Summary

VSEE HEALTH, INC. director-related entity FWE Capital LLC converted convertible promissory notes into shares of common stock. On February 23, 2026, the LLC acquired 759,916 shares of common stock at $0.3200 per share and 105,251 shares at $0.6500 per share through derivative conversions.

After these conversions, FWE Capital LLC held 1,147,564 shares and 387,648 shares of VSEE common stock in two separate indirect ownership positions for reporting person David L. Wickersham. The filing notes that the underlying notes included both principal and interest.

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^*

WICKERSHAM DAVID L.

(Last) (First) (Middle)

C/O VSEE HEALTH, INC.

980 N FEDERAL HWY #304

(Street)

BOCA RATON FL 33432

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VSEE HEALTH, INC. [ VSEE ]

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)
02/23/2026

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 $0.0001 per share	02/23/2026		C		759,916	A	$0.32	1,147,564	I	See footnote(1)
Common Stock, par value $0.0001 per share	02/23/2026		C		105,251	A	$0.65	387,648	I	See footnote(1)

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
Convertible Promissory Note	$0.32	02/23/2026		C			$243,173.14(2)	05/30/2025	11/01/2025	Common Stock	759,916	$0	0	I	See footnote(1)
Convertible Promissory Note	$0.65	02/23/2026		C			$68,413.19(2)	09/03/2025	11/01/2025	Common Stock	105,251	$0	0	I	See footnote(1)

Explanation of Responses:

1. The securities are held by FWE Capital LLC, a Delaware limited liability company. The reporting person is the sole member of FWE Capital LLC.

2. Includes principal and interest.

	/s/ David L. Wickersham	02/25/2026
	** 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 insider transaction did VSEE (VSEE) report for David L. Wickersham?

VSEE reported that an entity associated with director David L. Wickersham converted convertible promissory notes into common stock. The conversions resulted in new indirect holdings of VSEE shares rather than an open-market purchase or sale.

How many VSEE (VSEE) shares were acquired through the note conversions?

The filing shows acquisitions of 759,916 VSEE common shares at $0.3200 per share and 105,251 shares at $0.6500 per share. Both positions arose from converting convertible promissory notes, including principal and interest, into equity.

Who actually holds the VSEE (VSEE) shares from this Form 4 filing?

The VSEE shares are held by FWE Capital LLC, a Delaware limited liability company. Director David L. Wickersham is the sole member of FWE Capital LLC, so the holdings are reported as indirect ownership on his Form 4.

Did the VSEE (VSEE) insider Form 4 involve open-market buying or selling?

No open-market trades are reported. The Form 4 describes conversions of convertible promissory notes into VSEE common stock. These are classified as derivative conversions, not traditional market purchases or sales of shares.

What were the resulting VSEE (VSEE) ownership levels after the conversions?

After the conversions, FWE Capital LLC held 1,147,564 VSEE common shares in one reported position and 387,648 shares in another. Both positions are reported as indirect ownership by director David L. Wickersham through the LLC.

What type of security was converted into VSEE (VSEE) common stock?

The transactions involved a convertible promissory note. According to the Form 4, the note, including principal and interest, was converted into VSEE common stock at specified conversion prices of $0.3200 and $0.6500 per share.