[Form 4] CEA Industries Inc. Insider Trading Activity

Rhea-AI Filing Summary

Anthony K. McDonald, President and Director of CEA Industries Inc. (BNC), reported purchases and outstanding equity positions. On 10/06/2025 he acquired 5,848 shares of common stock on the open market at a weighted average price of $8.5497 (individual trades ranged from $8.52 to $8.70). After the purchase his direct holdings in common stock decreased to 15,025 shares, and he continues to hold 223,125 restricted stock units that convert into common shares once the company’s shareholder-approved plan is effective (they vest the business day after shareholder approval). The Form 4 is signed and dated 10/07/2025.

Insights

Insider Trading Analyst

An officer-director made a small open-market buy and holds substantial RSUs that vest after shareholder plan approval.

The purchase of 5,848 shares at a weighted $8.5497 shows a modest open-market acquisition by the President/Director on 10/06/2025. The aggregate direct common shares reported after the trade are 15,025.

The larger item is 223,125 restricted stock units that become common stock when the shareholder-approved plan is effective; those RSUs represent the bulk of reported potential dilution and will convert the business day following approval. Monitor the shareholder vote timing and the number of shares outstanding to assess dilution impact over the near term.

Corporate Governance Specialist

The transaction is routine but highlights dependence on shareholder approval for RSU vesting and plan effectiveness.

The filing indicates the RSUs vest contingent on shareholder approval under state and federal law; that contingency is typical for equity compensation but is material because it determines when the 223,125 units become issued shares. If approved, that conversion will increase the issuer’s outstanding common stock.

Watch for the shareholder meeting or disclosure of plan approval timing within the next reporting cycle, as the conversion timing affects ownership percentages and potential dilution.

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McDonald Anthony K

(Last) (First) (Middle)

385 S. PIERCE AVE, STE C

(Street)

LOUISVILLE, CO 80027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEA Industries Inc. [ BNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock	10/06/2025		P		5,848	A	$8.5497(1)	15,025	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	$0							(2)	(2)	Common Stock	223,125		223,125	D

Explanation of Responses:

1. Represents the weighted average price of the shares purchased on the open market. The prices of the shares purchased pursuant to the transaction ranged from $8.52 to $8.70 per share. The Reporting Person, upon request, will provide the Securities and Exchange Commission staff, the issuer or a security holder of the issuer full information regarding the number of shares purchased at each separate price.

2. The Restricted Stock Units will vest on the next business day after the approval of the Plan by the shareholders of the Company pursuant to state and federal law.

	/s/ Anthony K McDonald	10/07/2025
	** 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.