FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Volk Fred III
2. Issuer Name and Ticker or Trading Symbol

VerifyMe, Inc. [ VRME ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
VP-Ops, PeriShip Global LLC
(Last)          (First)          (Middle)

C/O VERIFYME, INC., 801 INTERNATIONAL PARKWAY, FIFTH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2026
(Street)

LAKE MARY, FL 32746
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 $0.001 per share 1/1/2026  M  12,500 A$1.6 (1)77,309 D  
Common Stock, par value $0.001 per share 1/1/2026  F  4,201 (2)D$0.6008 73,108 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units $0 (1)1/1/2026  M     12,500   (1) (1)Common Stock, par value $0.001 per share 12,500 $1.6 (1)0 D  
Restricted Stock Units $0 (3)           (3) (3)Common Stock, par value $0.001 per share 75,000  75,000 D  

Explanation of Responses:
(1) 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, pursuant to which the number of RSUs was determined by dividing the amount of the reporting person's salary reduction by $1.60, and vested on 1/1/2026.
(2) Shares withheld to cover tax withholdings obligations upon the vesting of RSUs.
(3) These RSUs vest in three tranches. Tranche 1 will vest 20,000 shares of common stock after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 2 will vest 25,000 shares after the Reporting Person's continued employment on or after June 18, 2025 if the price of the Company's common stock increases to $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027. Tranche 3 will vest 30,000 shares after the Reporting Person's continued employment on June 18, 2027 if the price of the Company's common stock increases to $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Volk Fred III
C/O VERIFYME, INC.
801 INTERNATIONAL PARKWAY, FIFTH FLOOR
LAKE MARY, FL 32746


VP-Ops, PeriShip Global LLC

Signatures
/s/ Adam Stedham, Attorney-in-fact for Fred Volk III1/5/2026
**Signature of Reporting PersonDate


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.
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