[Form 4] KULR Technology Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael G. Carpenter, a former Vice President of Engineering at KULR Technology Group, reported a non-sale share withholding on August 22, 2025 related to vested restricted stock units (RSUs). The issuer withheld 8,502 shares to satisfy income tax withholding and remittance obligations arising from RSUs that vested on June 30, 2025; the withholding was executed at the previous closing stock price of $6.25 and is explicitly described as not representing a sale. Following the transaction, Mr. Carpenter beneficially owned 78,998 shares, comprised of 16,498 shares settled on August 22, 2025 (net of tax withholding) and 62,500 shares held directly. The filing is a Form 4 reporting a change in beneficial ownership and is signed by Mr. Carpenter on August 26, 2025.

Positive

• Form 4 clearly discloses that the 8,502-share transfer was a non-sale withholding to satisfy tax obligations on vested RSUs, improving transparency.
• The filing states the beneficial ownership post-transaction (78,998 shares) and breaks down the components, aiding investor clarity.
• The Form 4 was signed and dated, indicating timely compliance with Section 16 reporting requirements.

Negative

• The transaction reduced gross shares delivered to the reporting person due to tax withholding, which decreases the reporter's net equity position.
• Filing provides no information on whether the withheld shares impact any future dilution or voting power beyond the immediate net settlement.

Insights

Securities Analyst

TL;DR: Reported share withholding for tax on vested RSUs; no open-market sale was executed.

The Form 4 discloses a customary net-settlement of RSUs where 8,502 shares were withheld to cover tax obligations while 16,498 shares were delivered net. This is an administrative equity event that reduces the reporter's gross share count but does not indicate liquidity-driven selling. Beneficial ownership following the transaction is 78,998 shares, combining the net-settled RSUs and directly held shares. For investors, this filing clarifies that the change in reported holdings arose from compensation mechanics rather than market disposition.

Corporate Governance Expert

TL;DR: Routine disclosure of RSU net settlement; governance standards met through timely Form 4 filing.

The filing meets Section 16 reporting requirements by documenting the tax withholding associated with vested equity awards. The report specifies transaction code F and provides explanatory notes detailing the withholding and price used for remittance, indicating transparency. The signer is identified and the filing is dated, supporting compliance with insider reporting obligations. No material governance or control changes are disclosed.

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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X

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^*

Carpenter Michael Gerald

(Last) (First) (Middle)

C/O KULR TECHNOLOGY GROUP, INC.,

555 FORGE RIVER ROAD, SUITE 100

(Street)

WEBSTER TX 77598

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KULR Technology Group, Inc. [ KULR ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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
Common Stock	08/22/2025		F(1)		8,502(1)	D	$6.25(2)	78,998(3)	D

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

Explanation of Responses:

1. Represents the number of shares of Common Stock that were withheld by the Issuer to satisfy income tax withholding and remittance obligations in connection with the net settlement of restricted stock units ("RSUs") previously granted under the Issuer's equity incentive plan and does not represent a sale.

2. Represents the previous closing price of the Company's Common Stock on the vesting date and does not represent a sale.

3. Beneficial ownership set forth in Column 5 consists of the 16,498 shares settled on August 22, 2025 net of tax withholding and remittance obligations for RSUs that vested on June 30, 2025, and the 62,500 shares of Common Stock held directly by Mr. Carpenter.

Remarks:

Former Vice President of Engineering

	/s/ Michael Carpenter	08/26/2025
	** 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 Michael G. Carpenter report on Form 4 for KULR?

He reported that 8,502 shares were withheld on August 22, 2025 to satisfy tax withholding for vested RSUs; this was not a sale.

How many KULR shares does the reporting person beneficially own after the transaction?

The Form 4 states 78,998 shares beneficially owned following the reported transaction.

Why were shares transferred on August 22, 2025 according to the filing?

Shares were withheld by the issuer to satisfy income tax withholding and remittance obligations in connection with net settlement of RSUs that vested on June 30, 2025.

Was the withholding of 8,502 KULR shares a market sale?

No. The filing explicitly states the withholding does not represent a sale.

What price is referenced in the Form 4 for the withheld shares?

The filing references the previous closing price of $6.25 on the vesting date and notes it does not represent a sale price.