Flux Power insider purchases warrants — 517 pre-funded; 2,433 common warrants

Rhea-AI Filing Summary

Jeffrey Curtis Mason, Chief Operating Officer of Flux Power Holdings, Inc. (FLUX), reported purchases on September 15, 2025. He acquired 517 pre-funded warrants at a purchase price of $19.369 each and received common stock warrants to buy 2,433 shares with a $1.715 exercise price. The pre-funded warrants are exercisable immediately for Series A Convertible Preferred Stock convertible into common shares at an initial conversion price of $2.058, subject to adjustment. The common warrants are exercisable immediately and expire five years from issuance on September 15, 2030. Following the transactions, Mr. Mason directly holds 517 pre-funded warrants and 2,433 common warrants.

Positive

• Insider purchase reported: The COO directly purchased 517 pre-funded warrants, indicating personal investment in the company.
• Transparent terms disclosed: The filing specifies exercisability, exercise prices ($19.369 purchase price for pre-funded warrants; $1.715 for common warrants) and expiration (common warrants expire 09/15/2030).

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchased pre-funded warrants and received common warrants, indicating a direct personal purchase and option exposure to FLUX equity.

The reporting shows a direct acquisition by the COO of 517 pre-funded warrants at $19.369 each and issuance of 2,433 common warrants exercisable at $1.715 through September 15, 2030. The pre-funded warrants convert to Series A Convertible Preferred Stock with an initial conversion price of $2.058, which may affect future common share conversion math if converted. This filing documents immediate exercisability and a five-year lifespan for the common warrants; the transaction is material as an insider purchase but does not by itself disclose financing size relative to company capitalization or dilution schedule beyond the described instruments.

Corporate Governance Expert

TL;DR: Officer-level insider acquisition recorded; structure includes pre-funded and common warrants with convertible preferred mechanics.

The form clearly describes an amended purchase agreement executed by the COO acquiring pre-funded warrants that convert into Series A Convertible Preferred Stock and additional common warrants. Key governance points: the holdings are reported as direct, the pre-funded warrants are exercisable immediately, and the preferred conversion has an initial conversion price of $2.058 subject to adjustment, which could influence shareholder dilution if exercised and converted. The filing is routine, timely, and properly signed.

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

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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).

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)
09/15/2025

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
Pre-Funded Warrant (right to buy)(1)(2)	$0.001	09/15/2025		P		517		09/15/2025	(2)	Series A Convertible Preferred Stock(2)	517	(1)	517	D
Common Stock Purchase Warrant (right to buy)(1)(3)	$1.715	09/15/2025		P		2,433		09/15/2025	09/15/2030	Common Stock	2,433	(1)	2,433	D

Explanation of Responses:

1. On September 15, 2025, the Reporting Person entered into an amended and restated securities purchase agreement with the Issuer pursuant to which the Reporting Person purchased 517 pre-funded warrants ("Pre-Funded Warrants") at a purchase price of $19.369 per Pre-Funded Warrant. The Reporting Person was also issued common stock warrants to purchase up to 2,433 shares of the Issuer's Common Stock.

2. The Pre-Funded Warrants are exercisable immediately from the date of issuance and expire when exercised in full. Each Pre-Funded Warrant is exercisable for 1 share of the Company's Series A Convertible Preferred Stock, which may be converted into shares of Common Stock at an initial conversion price of $2.058 as subject to adjustments.

3. The Common Warrants have an initial exercise price of $1.715 and is exercisable immediately from the date of issuance and expire 5 years from the date of issuance.

	/s/ Jeffrey Curtis Mason	09/17/2025
	** 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.

FAQ

What did FLUX insider Jeffrey Curtis Mason acquire on 09/15/2025?

He purchased 517 pre-funded warrants and was issued 2,433 common stock warrants under an amended securities purchase agreement.

What is the purchase price and exercise price for the warrants reported by the FLUX COO?

Pre-funded warrants purchased at $19.369 each; common warrants have an initial exercise price of $1.715.

When do the warrants become exercisable and when do they expire?

Both instruments are exercisable immediately; the common warrants expire on September 15, 2030; pre-funded warrants expire when exercised in full.

Into what do the pre-funded warrants convert for FLUX?

Each pre-funded warrant is exercisable for one share of Series A Convertible Preferred Stock, which may be converted into common stock at an initial conversion price of $2.058, subject to adjustment.

How many common shares could be purchased if all warrants are exercised?

Directly underlying the reported warrants are 2,433 common shares from the common warrants plus conversion potential from the 517 pre-funded warrants into Series A Convertible Preferred Stock convertible into common stock at the stated conversion price.