SCHEDULE: Verb Tech CEO Boosts Stake to 28.5%

Sentiment:

Beneficial Ownership Update 5 August 2025 9:53 PM

📋All filings for Verb Technology Company, INC

Rory J. Cutaia, CEO of Verb Technology Company, Inc., has increased his beneficial ownership to 28.5% through a series of restricted stock unit grants and option exercises.

Summary

Rory J. Cutaia, the Chairman, President, CEO, Secretary, Treasurer, and Director of Verb Technology Company, Inc., beneficially owns 889,065 shares of common stock.
This ownership represents 28.5% of the company's outstanding common stock, calculated based on 3,113,616 shares outstanding as of August 5, 2025, plus 1,303 shares from options exercisable within 60 days.
The beneficial ownership includes 887,920 vested restricted stock units (RSUs), 907 shares of common stock, and 1,303 shares underlying stock options exercisable within 60 days.
The shares were acquired through various means including restricted stock awards for compensation, bonuses, and in connection with the company's up-listing to Nasdaq and acquisitions.
Significant portions of the shares were obtained through the conversion of $200,000 in notes payable and $100,000 in accrued compensation into common stock, reducing the company's debt.
Recent grants include 60,000 RSUs on March 10, 2025, 60,000 RSUs on April 10, 2025, 80,000 RSUs on July 7, 2025, and 160,000 RSUs on July 31, 2025, all vested on their grant dates under a Corporate Action, Change of Control, and Extraordinary Performance Agreement.
Additional grants on August 2, 2025, included 126,855 RSUs under existing agreements, 250,000 RSUs for an expanded non-compete provision, and 150,000 RSUs for a modification to his employment agreement's constructive discharge provision, all vested on grant date.
The reporting person currently has no plan or proposal for transactions such as mergers, liquidations, or changes in control, but reserves the right to effect such actions in the future.

Sentiment

Score: 7

Explanation: The significant increase in CEO ownership, largely through performance-based equity and debt conversions, indicates strong insider alignment and commitment to the company's financial health. While equity compensation can lead to dilution, the immediate vesting of many recent grants and the focus on debt reduction are positive signals.

Positives

The CEO's significant beneficial ownership of 28.5% aligns management's interests closely with those of shareholders, indicating strong confidence in the company's future.
The conversion of $200,000 in notes payable and $100,000 in accrued compensation into common stock demonstrates the CEO's commitment to reducing the company's debt burden.
A portion of the CEO's compensation is tied to performance-based quarterly revenue milestones, incentivizing strong operational results.
The acceptance of a 25% reduction in cash compensation for a period, in exchange for restricted stock units, highlights management's willingness to support cash preservation efforts.

Negatives

The continuous issuance of restricted stock units and stock options as a primary form of executive compensation could lead to future share dilution, potentially impacting existing shareholder value.
The heavy reliance on equity-based compensation means the CEO's personal wealth is highly tied to the company's stock performance, which can be volatile.

Risks

Future dilution from unvested restricted stock units and stock options, although many recent grants vested immediately, future grants or existing unvested awards could increase the share count.
The subjective determination of 'extraordinary performance-based quarterly revenue milestones' by the Board for RSU grants could introduce uncertainty regarding future compensation and share issuances.

Future Outlook

The CEO's compensation structure includes future restricted stock unit grants tied to the achievement of extraordinary performance-based quarterly revenue milestones through December 31, 2025, and continuous service, indicating a forward-looking incentive program.

Management Comments

Shares and options have been granted in connection with services as the Issuer's Chief Executive Officer.
The CEO accepted a 25% reduction in cash compensation for a period of four months in exchange for restricted stock unit awards.
The CEO deferred a portion of his cash salary as part of the Issuer's cash preservation and cost reduction program.

Industry Context

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Compensation Agreement	The Issuer entered into a Corporate Action, Change of Control, and Extraordinary Performance Agreement with Rory J. Cutaia on October 31, 2024, outlining conditions for fully vested restricted stock unit issuances based on triggering events and extraordinary performance-based quarterly revenue milestones.	October 31, 2024	This agreement formalizes a significant portion of the CEO's future equity compensation, linking it to specific corporate actions and revenue achievements, thereby aligning executive incentives with company performance and shareholder value.
Compensation Policy	The compensation committee, based on recommendations from an independent compensation consulting firm, adopted annual recommendations for executive and board member compensation, including stock options and restricted stock units.	June 21, 2023, November 7, 2024, January 7, 2025	This indicates a structured and independently reviewed approach to executive compensation, aiming for fair and performance-aligned remuneration.

Related Party Transactions

The various grants of restricted stock awards, stock options, and restricted stock units to Rory J. Cutaia, as the CEO and a director, constitute related party transactions.
The conversion of $200,000 of notes payable and $100,000 of accrued compensation owed to Rory J. Cutaia into common stock are related party transactions.

Stakeholder Impact

Shareholders: Increased alignment with management due to significant insider ownership; potential for future dilution from equity compensation, though many recent grants vested immediately; benefit from debt reduction through compensation conversion.
Employees: The CEO's compensation structure, including salary deferment for cash preservation, may set a precedent or reflect broader company-wide efforts in financial management.
Creditors: Reduction in notes payable and accrued compensation through conversion to equity improves the company's balance sheet and reduces short-term liabilities.

Next Steps

Future vesting of restricted stock units and stock options on their respective anniversaries.
Potential future grants of restricted stock units based on the achievement of quarterly revenue milestones through December 31, 2025, as determined by the Board of Directors.

Key Dates

Date	Description
October 4, 2019	Board granted 1 share of common stock as a Restricted Stock Award.
November 6, 2019	Board granted 1 share of common stock as a Restricted Stock Award.
December 5, 2019	Board granted 1 share of common stock as a Restricted Stock Award.
December 23, 2019	Board granted a Restricted Stock Award equal to 25 shares of common stock (valued at $226,740) for up-listing, public offering, and acquisition, subject to a three-year vesting period. Board also granted 45 shares of common stock as a Restricted Stock Award for annual compensation, subject to a four-year vesting period.
April 16, 2020	Granted 4 shares of common stock pursuant to the Issuer's COVID-19 Full Employment and Cash Preservation Plan.
July 29, 2020	Board granted a stock award equal to 21 shares of common stock for bonus. Board also granted a restricted stock award equal to 59 shares of common stock for annual compensation, subject to a four-year vesting period.
January 4, 2021	Board granted a restricted stock award equal to 40 shares of common stock for annual compensation, subject to a four-year vesting period.
January 10, 2021	Exercised stock options to acquire 41 shares of common stock for a total exercise price of $9,040.00 per share.
May 19, 2021	Board approved the conversion of $200,000 of notes payable into 24 shares of common stock.
October 29, 2021	Exercised stock options to acquire 3 shares of common stock for a total exercise price of $13,200.00 per share.
January 10, 2022	Exercised stock options to acquire 42 shares of common stock for a total exercise price of $9,040.00 per share.
January 20, 2022	Board granted a restricted stock award equal to 51 shares of common stock for annual compensation, subject to a four-year vesting period.
May 19, 2022	Board approved the conversion of $100,000 of accrued compensation into 24 shares of common stock, based on a closing price of $4,224.00 per share.
November 17, 2022	Board granted stock options to purchase 30 shares of common stock (fully vested upon grant). Received 47 restricted stock units as consideration for a 25% reduction in cash compensation, vesting over four months commencing December 31, 2022.
June 21, 2023	138 shares of common stock were issued in consideration of the deferment of a portion of cash salary. Compensation committee granted a stock option for 2,546 shares of common stock, subject to a four-year vesting period.
October 31, 2024	Corporate Action, Change of Control, and Extraordinary Performance Agreement entered into with Rory J. Cutaia.
November 7, 2024	Compensation committee granted 50,968 restricted stock units, vesting annually in equal parts on the first, second, third, and fourth anniversaries of the grant.
December 31, 2024	First Measurement Date for RSU grants under the Corporate Action, Change of Control, and Extraordinary Performance Agreement.
January 7, 2025	Compensation committee granted 75,873 restricted stock units as compensation for fiscal year ending December 31, 2025, vesting annually in equal parts on the first, second, third, and fourth anniversaries of the grant.
March 10, 2025	Received 60,000 restricted stock units pursuant to the Corporate Action, Change of Control, and Extraordinary Performance Agreement, which vested on the grant date.
March 31, 2025	Second Measurement Date for RSU grants under the Corporate Action, Change of Control, and Extraordinary Performance Agreement.
April 10, 2025	Received 60,000 restricted stock units pursuant to the Corporate Action, Change of Control, and Extraordinary Performance Agreement, which vested on the grant date.
June 30, 2025	Third Measurement Date for RSU grants under the Corporate Action, Change of Control, and Extraordinary Performance Agreement.
July 7, 2025	Received 80,000 restricted stock units pursuant to the Corporate Action, Change of Control, and Extraordinary Performance Agreement, which vested on the grant date.
July 31, 2025	Date of event which requires filing of this statement. Granted 160,000 restricted stock units pursuant to the Corporate Action, Change of Control, and Extraordinary Performance Agreement.
August 1, 2025	160,000 restricted stock units granted on July 31, 2025, were issued.
August 2, 2025	Granted 126,855 restricted stock units pursuant to existing RSU agreements. Granted 250,000 restricted stock units for an expansion and extension of the non-compete provision. Granted 150,000 restricted stock units for a modification to the constructive discharge provision of his employment agreement.
August 4, 2025	126,855, 250,000, and 150,000 restricted stock units granted on August 2, 2025, were issued.
August 5, 2025	Date of filing signature. Shares outstanding calculation basis for beneficial ownership percentage.
September 30, 2025	Fourth Measurement Date for RSU grants under the Corporate Action, Change of Control, and Extraordinary Performance Agreement.
December 31, 2025	Fifth Measurement Date for RSU grants under the Corporate Action, Change of Control, and Extraordinary Performance Agreement.

Recommendation

buy

The substantial increase in the CEO's beneficial ownership to 28.5%, primarily through performance-based equity grants and conversions of debt/accrued compensation, signals strong insider confidence and a direct alignment of management's interests with shareholder value. The CEO's willingness to accept equity and defer cash compensation for cash preservation further underscores commitment. This level of insider commitment, especially tied to revenue milestones, is a positive indicator for long-term investors.

Keywords

Verb Technology, Rory Cutaia, Schedule 13D, Beneficial Ownership, Restricted Stock Units, Stock Options, Insider Ownership, Executive Compensation, Corporate Governance, Share Dilution

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