Dragonfly Energy (DFLI) CEO Denis Phares granted 38,269 stock options at $2.99

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. reported that CEO, Interim CFO & President Denis Phares received a grant of stock options as equity compensation. On March 15, 2026 he was awarded options to purchase 38,269 shares of common stock at an exercise price of $2.99 per share under the company’s 2022 Equity Incentive Plan. These options vest in three equal annual installments beginning on April 1, 2026, contingent on his continued employment with the company through each vesting date. After this award, he directly holds 38,269 stock options linked to an equal number of common shares, and there were no open‑market purchases or sales reported in this filing.

Insights

Equity compensation and governance analyst

Routine stock option grant to CEO with multi-year vesting.

The filing shows Denis Phares, CEO, Interim CFO & President of Dragonfly Energy Holdings Corp., receiving 38,269 stock options at an exercise price of $2.99 per share. The award is made under the company’s 2022 Equity Incentive Plan, indicating standard equity-based compensation rather than a market transaction.

The options vest in three equal annual installments starting on April 1, 2026, conditioned on continued employment. This structure aligns the executive’s incentives with longer-term company performance and retention. No open-market buying or selling is reported, so there is no direct trading signal for investors in this Form 4.

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
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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^*

Phares Denis

(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
X	Officer (give title below)		Other (specify below)
	CEO, Interim CFO & President

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

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
Stock Option (Right to Buy)	$2.99	03/15/2026		A		38,269		(1)	03/15/2036	Common Stock	38,269	$0	38,269	D

Explanation of Responses:

1. On March 15, 2026, the Reporting Person was granted options (the "Options") to purchase 38,269 shares of common stock, par value $0.0001, of the Issuer at an exercise price of $2.99 per share under the Dragonfly Energy Holdings Corp. 2022 Equity Incentive Plan. The Options vest in three equal annual installments beginning on April 1, 2026, as long as the Reporting Person remains in continuous employment with the Issuer through each vesting date.

	/s/ Denis Phares	03/17/2026
	** 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.

FAQ

What insider transaction did Dragonfly Energy (DFLI) report for Denis Phares?

Denis Phares received a grant of stock options, not an open-market trade. He was awarded 38,269 options to buy common shares at $2.99 each as part of equity compensation under Dragonfly Energy’s 2022 Equity Incentive Plan.

How many stock options did the Dragonfly Energy (DFLI) CEO receive?

The CEO, Denis Phares, was granted 38,269 stock options. Each option allows him to purchase one share of Dragonfly Energy common stock at an exercise price of $2.99 per share, subject to the plan’s vesting and employment conditions.

What is the exercise price of Denis Phares’ new Dragonfly Energy (DFLI) options?

The granted stock options have an exercise price of $2.99 per share. This means Phares can buy Dragonfly Energy common stock at $2.99 for each of the 38,269 underlying shares once the options vest and are exercisable.

How do the new Dragonfly Energy (DFLI) options for Denis Phares vest?

The options vest in three equal annual installments starting on April 1, 2026. Phares must remain continuously employed by Dragonfly Energy through each vesting date to receive the corresponding portion of the 38,269 option grant.

Did Denis Phares buy or sell Dragonfly Energy (DFLI) shares in the market?

No open-market purchases or sales were reported in this Form 4. The filing only shows a grant of 38,269 stock options as compensation, with no immediate cash transaction or change in his directly owned common shares disclosed here.

What is Denis Phares’ option position after this Dragonfly Energy (DFLI) filing?

Following this grant, Phares directly holds 38,269 stock options linked to an equal number of Dragonfly Energy common shares. The options expire on March 15, 2036, providing a long-term incentive horizon tied to the company’s future performance.