[Form 4] VSEE HEALTH, INC. Insider Trading Activity

Rhea-AI Filing Summary

VSee Health director Scott Metzger reported multiple stock awards granted as director compensation. On September 19, 2025, he acquired several blocks of VSee Health common stock at prices ranging from $0.69 to $2.31 per share, including an award of 21,870 shares at $0.69 per share. After the largest reported award, he directly held 77,249 shares of common stock.

The footnotes state these shares were issued under VSee Health’s 2024 Incentive Plan in line with the company’s non‑employee director compensation policy, covering service as a director for quarters ended between June 30, 2024 and September 30, 2025. Each grant amount was based on the closing market price of the common stock on specified dates, turning Metzger’s quarterly board fees into equity ownership.

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

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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^*

METZGER SCOTT

(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)
09/19/2025

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 $0.0001 per share	09/19/2025		A		21,870	A	$0.69(1)	77,249	D
Common Stock, par value $0.0001 per share	09/19/2025		A		12,931	A	$1.16(2)	55,379	D
Common Stock, par value $0.0001 per share	09/19/2025		A		12,500	A	$1.2(3)	42,448	D
Common Stock, par value $0.0001 per share	09/19/2025		A		11,029	A	$1.36(4)	29,948	D
Common Stock, par value $0.0001 per share	09/19/2025		A		10,067	A	$1.49(5)	18,919	D
Common Stock, par value $0.0001 per share	09/19/2025		A		227	A	$2.31(6)	8,852	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. Reflects shares of common stock issued to the reporting person under the issuer's 2024 Incentive Plan in accordance with the issuer's non-employee director compensation policy for services as a director during the quarter ended September 30, 2025. The number of shares issued to the reporting person is based on the closing price of the common stock on September 22, 2025.

2. Reflects shares of common stock issued to the reporting person under the issuer's 2024 Incentive Plan in accordance with the issuer's non-employee director compensation policy for services as a director during the quarter ended June 30, 2025. The number of shares issued to the reporting person is based on the closing price of the common stock on June 30, 2025.

3. Reflects shares of common stock issued to the reporting person under the issuer's 2024 Incentive Plan in accordance with the issuer's non-employee director compensation policy for services as a director during the quarter ended March 31, 2025. The number of shares issued to the reporting person is based on the closing price of the common stock on March 31, 2025.

4. Reflects shares of common stock issued to the reporting person under the issuer's 2024 Incentive Plan in accordance with the issuer's non-employee director compensation policy for services as a director during the quarter ended December 31, 2024. The number of shares issued to the reporting person is based on the closing price of the common stock on December 31, 2024.

5. Reflects shares of common stock issued to the reporting person under the issuer's 2024 Incentive Plan in accordance with the issuer's non-employee director compensation policy for services as a director during the quarter ended September 30, 2024. The number of shares issued to the reporting person is based on the closing price of the common stock on September 30, 2024.

6. Reflects shares of common stock issued to the reporting person under the issuer's 2024 Incentive Plan in accordance with the issuer's non-employee director compensation policy for services as a director during the quarter ended June 30, 2024. The number of shares issued to the reporting person is based on the closing price of the common stock on July 30, 2025.

	/s/ Scott E. Metzger	01/16/2026
	** 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).
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FAQ

What insider transaction did VSEE director Scott Metzger report?

Scott Metzger, a director of VSee Health (VSEE), reported multiple acquisitions of common stock on September 19, 2025. These were stock awards rather than open‑market purchases, recorded as code "A" (acquired) in the non‑derivative securities table.

How many VSEE shares did Scott Metzger hold after the largest reported grant?

Following the largest reported award of 21,870 shares at $0.69 per share, Scott Metzger beneficially owned 77,249 shares of VSee Health common stock directly.

What was the purpose of the VSEE stock awards to Scott Metzger?

The footnotes explain that each grant reflects shares of common stock issued under VSee Health’s 2024 Incentive Plan according to the non‑employee director compensation policy, as payment for Metzger’s board service during specific quarters.

Which periods of service did the VSEE director stock awards cover?

The awards correspond to quarters ended June 30, 2024, September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025, as described in the footnotes.

How were the numbers of VSEE shares for each Scott Metzger award determined?

For each quarter, the number of shares issued to Scott Metzger was based on the closing price of VSee Health common stock on a specified date, such as June 30, 2025 or September 22, 2025, converting his director compensation into equity.

Does Scott Metzger hold the reported VSEE shares directly or indirectly?

The transactions list his ownership as Direct (D), and the filing does not describe any trusts, entities, or indirect ownership structures in the nature of ownership field or the footnotes.