SEC Form 4 filed by President Hansen Ryan P.
$FTLF
Medicinal Chemicals and Botanical Products
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
FITLIFE BRANDS, INC. [ FTLF ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $10.5 | 05/15/2026 | A | 28,500(1) | (2) | 05/15/2031 | Common Stock | 28,500 | (1) | 28,500 | D | ||||
| Stock Options | $10.5 | 05/15/2026 | A | 46,500(3) | (2) | 05/15/2031 | Common Stock | 46,500 | (3) | 75,000 | D | ||||
| Performance Stock Units | (4) | 05/15/2026 | A | 50,000(4) | (4) | (4) | Common Stock | 50,000 | (4) | 125,000 | D | ||||
| Explanation of Responses: |
| 1. Represents incentive stock options granted in connection with the Reporting Person's appointment as President, issued pursuant to the Issuer's 2019 Omnibus Incentive Plan. |
| 2. One-third (1/3) of the stock options vest on the one-year anniversary of the grant date, with the remainder vesting in equal increments on each of the second and third anniversary thereafter, subject to continued service. |
| 3. Represents non-qualified stock options granted in connection with the Reporting Person's appointment as President, issued pursuant to the Issuer's 2019 Omnibus Incentive Plan. |
| 4. Represents performance stock units ("PSUs") granted in connection with the Reporting Person's appointment as President, issued pursuant to the Issuer's 2019 Omnibus Equity Incentive Plan. Each PSU represents a contingent right to receive one share of the Issuer's common stock upon vesting, subject to continued service. The PSU will vest on such date that the 30 day volume weighted average price ("VWAP") for shares of the Issuer's common stock meets or exceeds $20.00, and expire on the fifth anniversary of the grant date if not then vested. |
| /s/ Ryan Hansen | 05/19/2026 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||