Flux Power Insider Option Grant: 56k Shares to COO at Market Price

Rhea-AI Filing Summary

Flux Power Holdings (FLUX) Form 4: Chief Operating Officer Jeffrey Curtis Mason reported the grant of 56,100 incentive stock options on 08/01/2025 under the company’s 2021 Equity Incentive Plan. The options carry a $1.88 exercise price, equal to the issuer’s 10-day VWAP on the grant date, and will vest in equal annual installments over three years (08/01/2025-08/01/2028). Ownership remains direct and this is the earliest transaction disclosed. No shares were acquired or sold outright; the filing solely records the new derivative position.

The transaction modestly increases potential dilution (≈56k shares vs. 17.0 m basic shares outstanding as of last report) but also strengthens management-shareholder alignment by tying compensation to future share-price appreciation. No other insider activity, sales, or price-sensitive disclosures are included.

Positive

• Equity alignment: 56,100 options incentivize the COO to drive long-term share appreciation.
• Market-rate pricing: Exercise price set at 10-day VWAP avoids discounted issuance concerns.

Negative

• Dilution risk: Full exercise would add ~0.3% to share count, marginally diluting existing holders.

Insights

Securities Analyst

TL;DR: Routine option grant; negligible dilution, aligns COO incentives, minimal immediate valuation impact.

The award represents roughly 0.3% of outstanding shares, a standard retention tool for senior leadership. Exercise price at VWAP avoids discount optics, and three-year vesting encourages long-term focus. Because no shares were sold or exercised, cash flow and EPS are unchanged. From a governance perspective, the filing signals continued commitment to equity-based compensation but does not materially alter insider ownership structure or near-term supply. Overall market impact should be neutral; investors may view ongoing insider equity accumulation as a mild positive signal of management confidence.

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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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^*

Mason Jeffrey Curtis

(Last) (First) (Middle)

C/O FLUX POWER HOLDINGS, INC.

2685 S. MELROSE DRIVE

(Street)

VISTA, CA 92081

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Flux Power Holdings, Inc. [ FLUX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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

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)	$1.88	08/01/2025		A		56,100		(1)	08/01/2025	Common Stock	56,100	(1)	56,100	D

Explanation of Responses:

1. Pursuant to the Issuer's 2021 Equity Incentive Plan (the "2021 Plan"), on August 1, 2025 (the "Grant Date"), the Reporting Person was granted 56,100 incentive stock options (the "Options") at an exercise price of $1.88, which is based on the Issuer's 10-day volume weighted average price on the Grant Date. The Options will vest annually over three years from the Grant Date.

	/s/ Jeffrey Curtis Mason	08/05/2025
	** 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

How many Flux Power (FLUX) options were granted to the COO?

56,100 incentive stock options were granted on 08/01/2025.

What is the exercise price of the new FLUX options?

The options are exercisable at $1.88 per share, based on the 10-day VWAP.

When do the FLUX options vest?

The award vests annually over three years from the grant date (2025-2028).

Did the insider buy or sell FLUX shares in this filing?

No shares were bought or sold; the filing records only an option grant.

Will the option grant dilute existing FLUX shareholders?

If fully exercised, the 56,100 options would increase shares outstanding by approximately 0.3%.