Flux Power Form 4: Equity Awards to CEO May Add 2–3% Shares

Rhea-AI Filing Summary

Flux Power Holdings (FLUX) filed a Form 4 disclosing new equity awards to CEO/President & Director Krishna C. Vanka on 08/01/2025.

• Time-based RSUs: 121,951 units (Transaction Code “A”) granted under the 2021 Equity Incentive Plan; vest 1/3 annually starting 07/01/2026, subject to continued service.
• Performance-based RSUs: up to 182,927 units (maximum) granted on the same date; cliff-vest on 07/01/2028 if Compensation Committee performance targets are met.

No shares were sold or disposed; total potential beneficial ownership from these awards is 304,878 common shares, all held directly. The filing signals continued long-term incentive alignment but also introduces incremental dilution if fully vested.

Positive

• Long-term, performance-weighted incentives align CEO compensation with shareholder value creation.
• No insider selling signals management confidence in future prospects.

Negative

• Potential dilution of up to 304,878 shares (~2–3% of shares outstanding) if all RSUs vest.

Insights

Corporate Governance Expert

TL;DR: Equity grants reward CEO retention & performance; shareholder dilution modest but real.

These RSU awards combine a three-year service component with an additional stretch performance hurdle, a structure viewed favorably by proxy advisers because it ties pay to value creation. The 304.9k share potential represents roughly 2–3% of FLUX’s 13 million basic shares (based on last 10-Q), a manageable level. However, investors should monitor future burn-rate and performance goal disclosure to ensure awards remain accretive.

Securities Analyst

TL;DR: Grant is motivational, financially immaterial near-term; mild dilution risk long-term.

The transaction is purely an equity issuance—no cash cost—thus neutral to near-term EPS. If targets are achieved, share count could rise ~2%, a small headwind to per-share metrics but potentially offset by improved execution from incentivized leadership. No insider sales were recorded, removing immediate negative sentiment.

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^*

Vanka Krishna C

(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)

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

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
Time-based Restricted Stock Units	(1)	08/01/2025		A		121,951		(1)	(1)	Common Stock	121,951	(1)	121,951	D
Performance-based Restricted Stock Units	(2)	08/01/2025		A		182,927		(2)	(2)	Common Stock	182,927	(2)	182,927	D

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") pursuant to the Issuer's 2021 Equity Incentive Plan (the "Plan") on August 1, 2025 (the "Grant Date"). Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs are scheduled to vest annually over 3 years, with the first vest date on July 1, 2026, subject to the Reporting Person's continued employment or service through each vest date.

2. Represents a maximum grant of RSUs pursuant to the Issuer's Plan on the Grant Date, contingent on the achievement of target performance goals approved by the Issuer's Compensation Committee. Each RSU represents a contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. The RSUs are scheduled to cliff-vest on the third anniversary of July 1, 2025.

	/s/ Krishna Vanka	08/05/2025
	** 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

How many Flux Power (FLUX) shares were granted to the CEO on 08/01/2025?

304,878 RSUs in total: 121,951 time-based and up to 182,927 performance-based.

What is the vesting schedule for the time-based RSUs?

They vest one-third annually over three years beginning 07/01/2026.

When do the performance-based RSUs vest?

All performance RSUs cliff-vest on 07/01/2028 if targets approved by the Compensation Committee are met.

Did the CEO sell any Flux Power shares in this filing?

No. The Form 4 reports only equity awards; no sales or dispositions occurred.

Will these RSU grants dilute existing FLUX shareholders?

Yes, full vesting would add about 2–3% to the share count, creating modest dilution.