Adam Stedham - Mar 7, 2025 Form 4 Insider Report for VerifyMe, Inc. (VRME)

Role: CEO and President, Director
Signature: /s/ Nancy Meyers, Attorney-in-Fact for Adam Stedham
Stock symbol: VRME
Transactions as of: Mar 7, 2025
Transactions value $: $66,330
Form type: 4
Date filed: 3/10/2025, 04:29 PM
Previous filing: Jan 3, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VRME	Common Stock, par value $0.001 per share	Purchase	$32.1K	+45K	+16.52%	$0.71	317K	Mar 7, 2025	Direct	F1, F2
transaction	VRME	Common Stock, par value $0.001 per share	Purchase	$34.2K	+50K	+15.76%	$0.68	367K	Mar 10, 2025	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	VRME	Restricted Stock Units						18.8K	Mar 7, 2025	Common Stock, par value $0.001 per share	18.8K	$0.00	Direct	F4
holding	VRME	Restricted Stock Units						136K	Mar 7, 2025	Common Stock, par value $0.001 per share	136K	$0.00	Direct	F5
holding	VRME	Restricted Stock Units						550K	Mar 7, 2025	Common Stock, par value $0.001 per share	550K	$0.00	Direct	F6
holding	VRME	8% Convertible Promissory Note due 2026						$175K	Mar 7, 2025	Common Stock, par value $0.001 per share	152K	$1.15	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.71 to $0.72. Mr. Stedham undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
F2	Includes 28,592 vested RSUs 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.
F3	The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.67 to $0.69, inclusive. Mr. Stedham undertakes to provide VerifyMe, Inc., any security holder of VerifyMe, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
F4	These restricted stock units, which convert into common stock on a one-for-one basis (the "RSUs"), were granted pursuant to the issuer's salary reduction program and will vest on 1/1/2026, except as otherwise provided in the award notice.
F5	One-third of the original grant of these RSUs vested on 6/19/2024 and, except as otherwise provided in the award notice, the balance vests in substantially equal installments on each of 6/19/2025 and 6/19/2026.
F6	These RSUs vest in three tranches, except as otherwise provided in the award notice. Tranche 1 will vest 150,000 shares of common stock on or after 6/19/2024 if the price of the issuer's common stock is $2.21 per share and trades at or above that price for 20 consecutive days. Tranche 2 will vest 200,000 shares of common stock on or after 6/19/2025 if the issuer's common stock trades at or above $2.94 per share for 20 consecutive trading days. Tranche 3 will vest 200,000 shares of common stock on 6/19/2027 if the issuer's common stock trades at or above $3.68 per share for 20 consecutive trading days.