[Form 4] CEA Industries Inc. Insider Trading Activity

Rhea-AI Filing Summary

CEA Industries Inc. (VAPE) – Form 4 insider filing

Director James R. Shipley reported a 27 Jul 2025 equity transaction. He was granted 96,507 restricted stock units (RSUs) at a $0 exercise price under the company’s 2025 Equity Incentive Plan as an equity severance award. These RSUs will vest only if (i) his board service ends before the close of business on 1 Aug 2025 and (ii) shareholders formally approve the plan. After the grant, Shipley directly holds 96,507 derivative RSUs and 3,079 common shares.

No open-market purchases or sales of common stock were disclosed. If the vesting conditions are satisfied, up to 96.5 k new shares could be issued, adding modest dilution to the share base.

Insights

Financial Analyst

TL;DR: Conditional 96.5 k-share RSU grant to a director; no cash trade; neutral near-term, dilutive if vested.

The filing is strictly a compensation event. Because the RSUs vest only upon Shipley’s departure and shareholder approval, there is no immediate ownership or cash flow impact. The award represents potential dilution, but its realization depends on two contingencies that have not yet occurred. The absence of open-market activity signals no change in insider sentiment toward the stock price. Overall, the disclosure is administrative and low-impact unless the director exits and the plan is ratified.

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
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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^*

Shipley James Randall

(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)

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								3,079	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		96,507(1)		(2)	(2)	Common Stock	96,507(1)	$0	96,507(1)	D

Explanation of Responses:

1. Represents the grant of 96,507 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 1, 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/ James R. Shipley	07/29/2025
	** 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

How many RSUs were granted to CEA Industries director James R. Shipley?

96,507 restricted stock units were granted on 27 Jul 2025.

What conditions govern the vesting of Shipley’s RSUs in VAPE?

They vest only if he ceases to serve as a director before 1 Aug 2025 and shareholders approve the 2025 Equity Incentive Plan.

How many CEA Industries common shares does the director now own?

Shipley directly owns 3,079 common shares after the reported transaction.

Did the Form 4 disclose any open-market purchase or sale of VAPE shares?

No. The filing reports a contingent RSU grant, not a cash transaction.

What is the stated purpose of the RSU grant?

The 96,507 RSUs are an equity severance award under the 2025 Equity Incentive Plan.