Unusual Machines (UMAC) CFO Disposes 42.5k Shares to Cover Taxes

Rhea-AI Filing Summary

Brian Joseph Hoff, Chief Financial Officer of Unusual Machines, Inc. (UMAC), reported two open-market sales under a Rule 10b5-1 plan. On 08/20/2025 he sold 8,750 shares at a weighted average price of $9.8005, leaving him with 407,975 shares. On 08/21/2025 he sold 33,750 shares at a weighted average price of $10.2075, leaving him with 374,225 shares. The filings state the sales were to cover income taxes from prior equity grants and were executed by an independent third party under the 10b5-1 plan. The report is signed by Mr. Hoff on 08/22/2025.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating pre-authorized, structured dispositions
• Disclosure states sales were to cover income taxes from prior equity grants, providing an explicit economic purpose
• Filing provides weighted-average price ranges and offers to supply detailed execution information upon request

Negative

• Insider sold a total of 42,500 shares over two days, reducing beneficial ownership from 407,975 to 374,225 shares
• Material share sales by a senior executive could be perceived negatively by some investors despite stated tax purpose

Insights

Securities Analyst

TL;DR: CFO Brian Hoff sold 42,500 UMAC shares over two days under a 10b5-1 plan to cover tax obligations.

The transactions are explicit open-market dispositions under a Rule 10b5-1 plan, indicating pre-authorized sales rather than opportunistic trading. Total shares sold were 42,500 across 08/20/2025 and 08/21/2025 at weighted average prices of $9.8005 and $10.2075 respectively. Post-transaction beneficial ownership is reported as 374,225 shares. For investors, the filing documents compliance with insider-trading safe harbors and specifies proceeds were used for tax payments related to prior grants.

Corporate Governance Expert

TL;DR: Sales executed via an independent third party under a documented 10b5-1 plan; disclosure appears compliant and specific.

The Form 4 explicitly notes the use of a third party and provides weighted-average price ranges for the multiple trade executions. The filing discloses the economic purpose (payment of income taxes on prior grants) and the board-approved grant exemption under Rule 16b-3, which supports procedural compliance. The signature and clear explanations reduce ambiguity about intent; no amendments or additional related-party arrangements are indicated in the document.

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^*

Hoff Brian Joseph

(Last) (First) (Middle)

4677 L B MCLEOD ROAD, SUITE J

(Street)

ORLANDO FL 32811

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Unusual Machines, Inc. [ UMAC ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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(1)	08/20/2025		S(2)		8,750	D	$9.8005(3)	407,975	D
Common Stock	08/21/2025		S(2)		33,750	D	$10.2075(4)	374,225	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. The shares were sold pursuant to a Rule 10b-5 plan under which the Reporting Person previously gave an independent third party the power to sell shares.

2. The shares were sold to permit the Reporting Person to pay income taxes arising from prior grants of common stock. All of the grants were exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Board of Directors.

3. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $9.7999 to $9.805, inclusive. The reporting person undertakes to provide to Unusual Machines, Inc., any security holder of Unusual Machines, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.

4. The price reported in Column 4 is a weighted average price. These securities were sold in multiple transactions ranging from $9.4785 to $10.7995, inclusive. The reporting person undertakes to provide to Unusual Machines, Inc., any security holder of Unusual Machines, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the preceding sentence.

	/s/ Brian Hoff	08/22/2025
	** 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 UMAC CFO Brian Hoff report on Form 4?

He reported two open-market sales of common stock on 08/20/2025 and 08/21/2025 under a Rule 10b5-1 plan.

How many UMAC shares did Brian Hoff sell and at what prices?

He sold 8,750 shares on 08/20/2025 at a weighted average price of $9.8005 and 33,750 shares on 08/21/2025 at a weighted average price of $10.2075.

What was Brian Hoff's beneficial ownership after the reported transactions?

Beneficial ownership was reported as 374,225 shares following the 08/21/2025 sale.

Why were the shares sold according to the Form 4?

The filing states the shares were sold to pay income taxes arising from prior grants of common stock and were executed by an independent third party.

Was the sale part of a pre-approved trading plan?

Yes. The Form 4 indicates the transactions were made pursuant to a Rule 10b5-1 plan.