Cleveland Capital Management and related investors reported significant stakes in Flux Power Holdings, Inc. common stock. As of 12/31/2025, Cleveland Capital Management beneficially owned 1,969,367 shares, or 9.2% of the common stock, mainly through advisory clients.
Cleveland Capital, L.P. reported 1,791,153 shares (8.4%), and Rocky River Specific Opportunities Fund LLC reported 178,214 shares (0.8%). Individuals Wade Massad and John Shiry each reported beneficial ownership of 9.5% of the class, reflecting both personal holdings and shared voting and dispositive power over 1,969,367 shares. The group certified that the securities are not held to change or influence control of Flux Power.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Flux Power Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
344057203
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
344057203
1
Names of Reporting Persons
Cleveland Capital Management, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,969,367.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,969,367.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,969,367.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.2 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
344057203
1
Names of Reporting Persons
Cleveland Capital, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,791,153.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,791,153.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,791,153.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
344057203
1
Names of Reporting Persons
Rocky River Specific Opportunities Fund LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
178,214.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
178,214.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
178,214.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.8 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
344057203
1
Names of Reporting Persons
Wade Massad
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
68,873.00
6
Shared Voting Power
1,969,367.00
7
Sole Dispositive Power
68,873.00
8
Shared Dispositive Power
1,969,367.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,038,240.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
344057203
1
Names of Reporting Persons
John Shiry
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
50,000.00
6
Shared Voting Power
1,969,367.00
7
Sole Dispositive Power
50,000.00
8
Shared Dispositive Power
1,969,367.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,019,367.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Flux Power Holdings, Inc.
(b)
Address of issuer's principal executive offices:
2685 S. Melrose Drive, Vista, CA 92081
Item 2.
(a)
Name of person filing:
Cleveland Capital Management, L.L.C.
Cleveland Capital, L.P.
Rocky River Specific Opportunities Fund LLC
Wade Massad
John Shiry
(b)
Address or principal business office or, if none, residence:
Cleveland Capital Management, L.L.C.
1250 LINDA ST., SUITE 304, ROCKY RIVER, OH, 44116
Cleveland Capital, L.P.
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
Rocky River Specific Opportunities Fund LLC
1250 LINDA ST. SUITE 304, ROCKY RIVER, OH, 44116
Wade Massad
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
John Shiry
1250 LINDA STREET, SUITE 304, ROCKY RIVER, OH, 44116
(c)
Citizenship:
Cleveland Capital Management, L.L.C. - Delaware
Cleveland Capital, L.P. - Delaware
Rocky River Specific Opportunities Fund LLC - Delaware
Wade Massad - United States
John Shiry - United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
344057203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Cleveland Capital Management, L.L.C. - 1,969,367
Cleveland Capital, L.P. - 1,791,153
Rocky River Specific Opportunities Fund LLC - 178,214
Wade Massad - 2,038,240
John Shiry - 2,019,367
(b)
Percent of class:
Cleveland Capital Management, L.L.C. - 9.2%
Cleveland Capital, L.P. - 8.4%
Rocky River Specific Opportunities Fund LLC - 0.8%
Wade Massad - 9.5%
John Shiry - 9.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 0
Cleveland Capital, L.P. - 0
Rocky River Specific Opportunities Fund LLC - 0
Wade Massad - 68,873
John Shiry - 50,000
(ii) Shared power to vote or to direct the vote:
Cleveland Capital Management, L.L.C. - 1,969,367
Cleveland Capital, L.P. - 1,791,153
Rocky River Specific Opportunities Fund LLC - 178,214
Wade Massad - 1,969,367
John Shiry - 1,969,367
(iii) Sole power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 0
Cleveland Capital, L.P. - 0
Rocky River Specific Opportunities Fund LLC - 0
Wade Massad - 68,873
John Shiry - 50,000
(iv) Shared power to dispose or to direct the disposition of:
Cleveland Capital Management, L.L.C. - 1,969,367
Cleveland Capital, L.P. - 1,791,153
Rocky River Specific Opportunities Fund LLC - 178,214
Wade Massad - 1,969,367
John Shiry - 1,969,367
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G Amendment No. 9 are directly owned by advisory clients of Cleveland Capital Management, L.L.C., or its principals.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Cleveland Capital Management, L.L.C.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member
Date:
02/13/2026
Cleveland Capital, L.P.
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member of the General Partner
Date:
02/13/2026
Rocky River Specific Opportunities Fund LLC
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad, Managing Member
Date:
02/13/2026
Wade Massad
Signature:
/s/ Wade Massad
Name/Title:
Wade Massad
Date:
02/13/2026
John Shiry
Signature:
/s/ John Shiry
Name/Title:
John Shiry
Date:
02/13/2026
Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
What stake in Flux Power Holdings (FLUX) does Cleveland Capital report?
Cleveland Capital Management, L.L.C. reports beneficial ownership of 1,969,367 Flux Power common shares, representing 9.2% of the class as of 12/31/2025. These shares are held directly by advisory clients of Cleveland Capital Management or its principals, not by the manager personally.
How much of Flux Power (FLUX) do Wade Massad and John Shiry beneficially own?
Wade Massad reports beneficial ownership of 2,038,240 shares, or 9.5% of Flux Power common stock. John Shiry reports 2,019,367 shares, also 9.5% of the class. Their totals include personal holdings plus shared voting and dispositive power over 1,969,367 shares.
Who are the reporting persons in this Flux Power (FLUX) Schedule 13G/A?
The filing lists Cleveland Capital Management, L.L.C., Cleveland Capital, L.P., Rocky River Specific Opportunities Fund LLC, Wade Massad, and John Shiry as reporting persons. All are based in Rocky River, Ohio, with the entities organized in Delaware and the individuals U.S. citizens.
Are the Flux Power (FLUX) shares held to influence control of the company?
The reporting persons certify the Flux Power securities were not acquired and are not held for the purpose of changing or influencing control of the issuer. They also state the holdings are not part of any transaction having that control-related purpose or effect.
Who directly owns the Flux Power (FLUX) shares reported by Cleveland Capital?
All securities in Amendment No. 9 are stated to be directly owned by advisory clients of Cleveland Capital Management, L.L.C. or its principals. Each reporting person disclaims beneficial ownership beyond their pecuniary interest in those client accounts.
What are the individual fund stakes in Flux Power (FLUX) reported here?
Cleveland Capital, L.P. reports 1,791,153 shares of Flux Power, or 8.4% of the class. Rocky River Specific Opportunities Fund LLC reports 178,214 shares, equal to 0.8% of outstanding common stock, all with shared voting and dispositive power.