Solitron Devices (SODI) President & COO acquires 5,000 shares under plan

Rhea-AI Filing Summary

Solitron Devices Inc. reported that President, COO and 10% owner Mark Matson acquired additional company stock under his employment agreement. On December 9, 2025, he purchased 5,000 shares of common stock at a weighted average price of $18.01 for Solitron’s third quarter of fiscal 2026, while the share price on the exercise date was $19.60. Following this transaction, Matson beneficially owns 233,573 shares directly.

The purchase was made pursuant to a Rule 10b5-1(c) trading plan that was adopted on August 13, 2025. Under his employment agreement effective on that date, Matson has the right each quarter to buy up to 5,000 shares at the quarter’s weighted average share price for thirty days after the quarter ends.

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).

X

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^*

Matson Mark

(Last) (First) (Middle)

C/O SOLITRON DEVICES, INC.

901 SANSBURYS WAY

(Street)

WEST PALM BEACH FL 33411

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SOLITRON DEVICES INC [ SODI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025	08/13/2025(1)	J		5,000(2)	A	$18.01(2)	233,573	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. Adoption date of referenced 10b5-1(c) plan is: 08-13-2025.

2. Per the terms of Mr. Matson's Employment Agreement, Effective Date August 13, 2025, Mr. Matson has the right to purchase up to 5,000 shares of Company common stock each quarter at a weighted average share price for the quarter for a period of thirty days after the end of the quarter. The weighted average share price was $18.01 for Solitron's third quarter fiscal year 2026. The share price on the exercise date was $19.60.

	/s/ Mark Matson	12/10/2025
	** 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.
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FAQ

What insider transaction did Solitron Devices (SODI) disclose?

Mark Matson, President, COO and 10% owner of Solitron Devices Inc. (SODI), acquired 5,000 shares of common stock on December 9, 2025 under his employment agreement.

At what price did the Solitron Devices (SODI) insider shares transact?

The transaction for 5,000 shares used a $18.01 weighted average share price for Solitron’s third quarter fiscal 2026, while the share price on the exercise date was $19.60.

How many Solitron Devices (SODI) shares does Mark Matson own after this transaction?

After the reported acquisition, Mark Matson beneficially owns 233,573 shares of Solitron Devices common stock, held directly.

What is the basis for Mark Matson’s right to buy Solitron Devices (SODI) shares?

Under his Employment Agreement effective August 13, 2025, Mark Matson may purchase up to 5,000 shares of Solitron common stock each quarter at the weighted average share price for that quarter, during a thirty-day period after quarter end.

Was the Solitron Devices (SODI) insider trade under a Rule 10b5-1 plan?

Yes. The transaction was made pursuant to a Rule 10b5-1(c) trading plan, which was adopted on August 13, 2025.

What roles does Mark Matson hold at Solitron Devices (SODI)?

Mark Matson is a director, President, Chief Operating Officer (COO), and a 10% owner of Solitron Devices Inc.