Director at Dragonfly Energy (DFLI) receives 4,204 RSU equity award

Rhea-AI Filing Summary

Nelson Brian James reported acquisition or exercise transactions in this Form 4 filing.

Dragonfly Energy Holdings Corp. director Brian James Nelson reported an equity grant. On March 15, 2026, he received 4,204 restricted stock units under the company’s 2022 Equity Incentive Plan, which will settle in common shares and vest in three equal annual installments beginning April 1, 2026, contingent on continued service.

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

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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^*

Nelson Brian James

(Last) (First) (Middle)

C/O DRAGONFLY ENERGY HOLDINGS CORP.

12915 OLD VIRGINIA ROAD

(Street)

RENO NV 89521

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dragonfly Energy Holdings Corp. [ DFLI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		A		4,204(1)	A	$0	7,005(2)	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

Explanation of Responses:

1. On March 15, 2026, the Reporting Person was granted 4,204 restricted stock units ("RSUs") under the Dragonfly Energy Holdings Corp. 2022 Equity Incentive Plan (the "Plan"), which will be settled in shares of common stock, par value $0.0001 (the "Common Stock"). The RSUs vest in three equal annual installments beginning on April 1, 2026, as long as the Reporting Person remains in continuous service with the Issuer through each vesting date.

2. Reflects a one-for-10 reverse stock split effected by the Issuer on December 18, 2025. Includes 1,646 unvested RSUs remaining granted on April 12, 2024 under the Plan, which will be settled in shares of Common Stock. The remaining RSUs will vest in two equal installments on April 12, 2026 and April 12, 2027, as long as the Reporting Person remains in continuous service with the Issuer through each vesting date.

	/s/ Denis Phares, as attorney-in-fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Dragonfly Energy (DFLI) report for Brian James Nelson?

Brian James Nelson reported receiving 4,204 restricted stock units as an equity grant. These RSUs were awarded under Dragonfly Energy’s 2022 Equity Incentive Plan and will be settled in common stock, providing him with additional ownership if service-based vesting conditions are met over time.

When do the new RSUs for Dragonfly Energy (DFLI) director Brian James Nelson vest?

The 4,204 RSUs granted on March 15, 2026 vest in three equal annual installments starting April 1, 2026. Each installment requires that Nelson remain in continuous service with Dragonfly Energy through the applicable vesting date before shares of common stock are delivered.

How many Dragonfly Energy (DFLI) shares does Brian James Nelson hold after this Form 4?

After the reported grant, Brian James Nelson holds 7,005 shares of common stock directly. This total includes previously granted equity that remains unvested, such as RSUs awarded under the 2022 Equity Incentive Plan, subject to their separate service-based vesting schedules over future dates.

What prior RSUs remain unvested for Dragonfly Energy (DFLI) director Brian James Nelson?

The filing notes 1,646 unvested RSUs from an April 12, 2024 grant remain outstanding. These RSUs vest in two equal installments on April 12, 2026 and April 12, 2027, conditioned on Nelson’s continuous service with Dragonfly Energy through each specified vesting date.

How did Dragonfly Energy’s reverse stock split affect Brian James Nelson’s holdings?

The reported holdings reflect a one-for-10 reverse stock split effective December 18, 2025. This corporate action consolidated shares at a 10-to-1 ratio, so Nelson’s reported common stock and RSU amounts have been adjusted to post-split levels within the Form 4 disclosure.

Is Brian James Nelson’s Form 4 transaction a market purchase or sale of Dragonfly Energy (DFLI) shares?

The Form 4 shows a grant of 4,204 RSUs, not a market purchase or sale. The transaction is coded as an award under the 2022 Equity Incentive Plan, with no price per share and vesting based solely on continued service rather than open-market trading activity.