SCHEDULE: VirnetX CEO Larsen Boosts Stake to 12.1% via Options

VirnetX Holding Corp's CEO, Kendall Larsen, and his spouse increased their beneficial ownership to 12.1% through the exercise of stock options.

Summary

• Kendall Larsen, CEO of VirnetX Holding Corp, and his spouse, Kathleen Larsen, increased their beneficial ownership in the company.
• The aggregate beneficial ownership of Kendall Larsen is 522,047 shares, representing approximately 12.1% of the Issuer's Common Stock.
• This includes 405,645 shares with sole voting and dispositive power, and 116,402 shares with shared voting and dispositive power.
• Shared power encompasses 15,000 shares held by K2 Investment Fund LLC, 74,437 shares held by Kathleen Larsen, and 26,965 shares issuable to Kathleen Larsen via options exercisable within 60 days of November 24, 2025.
• On November 24, 2025, Kendall Larsen acquired 50,000 shares and Kathleen Larsen acquired 30,000 shares, both through the exercise of stock options at a price of $20.22 per share.
• The total number of outstanding shares of Common Stock increased from 3,729,122 as of November 9, 2024, to 4,270,840 as of November 10, 2025, an increase of 541,718 shares.
• The reporting person disclaims beneficial ownership of shares held in the spouse's revocable trust (30,676 shares) and shares held by an adult child or their irrevocable trust.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to increased insider ownership, which often signals management's confidence in the company's prospects. However, it's a routine ownership update, not a major strategic announcement.

Positives

• Increased insider ownership by CEO Kendall Larsen and his spouse, potentially signaling confidence in the company's future prospects.
• The exercise of stock options at a specific price of $20.22 per share indicates a valuation point for these insider transactions.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• "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."

Industry Context

This filing primarily concerns changes in insider ownership and does not provide broader industry context or trends. It reflects an individual's investment activity within the company rather than a strategic industry move.

Comparison to Industry Standards

• This filing is an update on beneficial ownership and does not contain information that allows for a direct comparison to industry-specific operational or financial benchmarks or comparable companies/projects.

Related Party Transactions

• The exercise of stock options by Kendall Larsen (CEO) and Kathleen Larsen (spouse) at $20.22 per share constitutes a related party transaction, as it involves company securities and key management.

Stakeholder Impact

• Shareholders: Increased insider ownership may be viewed positively, signaling confidence in the company's future. The increase in outstanding shares (dilution) is also noted.
• Management: The CEO and his spouse have increased their direct financial stake in the company, aligning their interests further with shareholders.

Next Steps

• Continued monitoring of beneficial ownership changes through future Schedule 13D amendments or Form 4 filings.

Key Dates

Recommendation

The filing indicates increased insider ownership through option exercises, which is generally a positive signal of management confidence. However, it's an ownership update rather than a fundamental business or financial performance announcement. While the insider buying is a good sign, without additional financial or operational data, a 'hold' recommendation is prudent for a seasoned investor, awaiting further insights into the company's core business performance and strategic direction.

Keywords

VirnetX Holding Corp, Kendall Larsen, Schedule 13D, Beneficial Ownership, Insider Ownership, Stock Options, Common Stock, SEC Filing, Corporate Governance