Item 5. Other Information
ITEM 5 — OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During our last fiscal quarter, the following directors and officers, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in
Regulation S-K Item 408, as follows:
On May 29, 2026 , Kendall Larsen , our Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of 35,000 shares of our common stock, excluding any shares withheld by the Company to satisfy income tax withholding and remittance obligations. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until December 30, 2026 , or earlier if all transactions under the trading arrangement are completed.
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On May 29, 2026 , Gary Feiner , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of 7,500 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until December 30, 2026 , or earlier if all transactions under the trading arrangement are completed.
On May 20, 2026 , Michael F. Angelo , a member of our board of directors , adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of 5,000 shares of our common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until August 1, 2027 , or earlier if all transactions under the trading arrangement are completed.
No other officers or directors, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408,
during the last fiscal quarter.
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ITEM 6 — EXHIBITS
Incorporated by reference herein
Exhibit
Number
Description
Form
Exhibit
No.
Filing
Date
File No.
Filed
Herewith
10.1*
Amended and Restated 2013 Equity Incentive Plan, as amended.
8-K
10.1
June 16, 2026
001-33852
31.1
Certification of the President and Chief Executive Officer, pursuant to Exchange Act
Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer, pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of the President and Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document.
x
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
x
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
x
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
x
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
x
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
x
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
x
*
Indicates management contract or compensatory plan.
**
This exhibit is furnished herewith but not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. Such
certifications will not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except to the extent that we explicitly incorporate them by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
VIRNETX HOLDING CORPORATION
By:
/s/ Kendall Larsen
Name:
Kendall Larsen
Chief Executive Officer (Principal Executive Officer)
By:
/s/ Katherine Allanson
Name:
Katherine Allanson
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
Date: August 14, 2026
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.