CEA Industries director receives 5.8K RSUs in amended Form 4

Rhea-AI Filing Summary

CEA Industries Inc. (VAPE) – Insider equity grant disclosed. Director Matthew Tarallo filed an amended Form 4 on 08/05/2025 covering activity dated 07/27/2025.

• Grant details: 5,790 restricted stock units (RSUs) awarded at $0 under the company’s 2025 Equity Incentive Plan. Transaction code “A” indicates an equity award, not an open-market purchase.
• Vesting terms: RSUs vest only if (i) Tarallo’s board service ends on or before 08/05/2025 and (ii) shareholders subsequently approve the 2025 plan.
• Post-grant holdings: Tarallo now holds 1,529 common shares directly and 5,790 RSUs subject to the conditions above. Ownership is reported as Direct (“D”).

No cash was exchanged and the filing contains no revenue or earnings information. The disclosure signals a potential board departure contingency and highlights the need for upcoming shareholder approval of the new incentive plan.

Positive

• Alignment of interests: Equity award maintains skin-in-the-game between director and shareholders, pending plan approval.

Negative

• Potential board turnover: RSUs vest only if the director resigns before 08/05/2025, signalling possible governance changes.
• Future dilution risk: 5,790 new shares will enter the float upon vesting, albeit a small amount.

Insights

Equity Compensation Analyst

TL;DR – Small RSU award; neutral governance impact.

The 5,790-share RSU grant is modest for a micro-cap and contingent on both resignation and shareholder approval of the 2025 plan. Because no immediate vesting or cash outlay occurs, dilution is insignificant in the near term. Investors should watch the upcoming shareholder vote and any director changes that could trigger vesting. Overall, the filing conveys routine equity housekeeping rather than a material strategic shift.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Tarallo Matthew

(Last) (First) (Middle)

385 S. PIERCE AVE, STE C

(Street)

LOUISVILLE, CO 80027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEA Industries Inc. [ VAPE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/29/2025

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								1,529	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
Common Stock - RSU	$0	07/27/2025	(2)	A		5,790(1)		(2)	(2)	Common Stock	5,790(1)	$0	5,790(1)	D

Explanation of Responses:

1. Represents the grant of 5,790 restricted stock units issued under the Company's 2025 Equity Incentive Plan ("the Plan") as an equity severance award.

2. The Restricted Stock Units will vest (i) only if the Recipient's employment as a director has been terminated by resignation or other wise before the close of business on August 5, 2025, and (ii) on the next business day after the approval of the Plan by the shareholders of the Company pursuant to state and federal law.

	/s/ Matthew Tarallo	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).
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FAQ

How many CEA Industries (VAPE) shares did the director receive?

Matthew Tarallo was granted 5,790 restricted stock units at a $0 exercise price.

When will the RSUs granted to Matthew Tarallo vest?

They vest only if Tarallo leaves the board on or before 08/05/2025 and after shareholder approval of the 2025 Equity Incentive Plan.

What is the director’s total direct ownership after the transaction?

He holds 1,529 common shares plus 5,790 unvested RSUs.

Does the filing indicate any cash transactions?

No. The RSUs were awarded at a $0 purchase price; no cash changed hands.

Is shareholder action required for the RSUs to vest?

Yes. The RSUs vest only after shareholders approve the company’s 2025 Equity Incentive Plan.