[Form 4] Volcon, Inc. Common stock Insider Trading Activity

Rhea-AI Filing Summary

Volcon, Inc. (VLCN) – Form 4 insider filing: Chief Financial Officer Greg Endo disclosed two equity transactions dated 17–21 Jul 2025.

• Common shares: Endo purchased 20,000 shares at $10 each in the company’s private placement that closed 21 Jul 2025, establishing direct ownership of 20,000 shares.
• Amended options: An existing grant for 72,150 options was repriced to a $10 exercise and remains exercisable 30 May 2025–30 May 2035.
• New performance options: 747,005 options at a $10 strike were issued; they vest in 20 % tranches as the stock’s VWAP hits $10, $15, $20, $25 and fully at $30. Vesting requires shareholder approval of a new plan and the options expire 17 Jul 2035.

The filing signals personal capital commitment by the CFO and aligns incentives through substantial, performance-linked option exposure, but also introduces potential dilution if fully exercised.

Positive

• CFO invested $200,000 in the private placement, signalling insider confidence.
• Performance-based vesting ties 747,005 options to ambitious VWAP targets ($10–$30), aligning management rewards with shareholder returns.

Negative

• Potential dilution from 819,155 options if price targets are met and shares are issued.
• Vesting of the new options is contingent on shareholder approval, introducing execution uncertainty.

Insights

Securities Analyst

TL;DR: Insider buy plus large performance options show confidence and align incentives; dilution risk modest for micro-cap.

Endo’s $200k cash purchase (20,000 shares at $10) in a concurrent private placement is a positive sentiment indicator, especially for a small-cap company where insider support can bolster market confidence and fundraising efforts. The 747k performance options materially increase potential share count, but the VWAP hurdles up to $30 mitigate near-term dilution; investors benefit only if management drives substantial price appreciation. Repricing the prior 72k option block to $10 removes an underwater issue and simplifies incentive math without increasing quantity. Overall impact: moderately positive, reflecting commitment and structured, performance-based alignment.

Corporate Governance Expert

TL;DR: Governance acceptable; shareholder approval condition adds safeguard, but option size is large relative to float.

The award is subject to shareholder approval of a new plan, providing an important governance check. However, 819k options against a micro-cap float could be dilutive if fully vested. The tiered VWAP vesting aligns pay with sustained market performance, a best-practice feature. Repricing existing options upward avoids the controversial ‘option reset’ problem. Overall, neutral-to-positive governance profile with dilution risk that investors should monitor.

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^*

Endo Greg

(Last) (First) (Middle)

C/O VOLCON, INC.

3121 EAGLES NEST, SUITE 120

(Street)

ROUND ROCK TX 78665

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Volcon, Inc. [ VLCN ]

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)
07/17/2025

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	07/21/2025		A		20,000(1)	A	$10	20,000	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
Stock options (right to buy)	$10	07/17/2025		A		72,150		05/30/2025(2)	05/30/2035	Common Stock	72,150	(2)	72,150	D
Stock options (right to buy)	$10	07/17/2025		A		747,005		(3)	07/17/2035	Common Stock	747,005	(4)	747,005	D

Explanation of Responses:

1. The shares of common stock were purchased by the Reporting Person in the Issuer's recently announced private placement with certain accredited and institutional investors, which closed on July 21, 2025.

2. The Reporting Person and the Issuer amended an existing option grant agreement pursuant to which the Reporting Person was granted options to purchase 72,150 shares of common stock of the Issuer (as adjusted for the Issuer's June 11, 2025 one-for-eight reverse stock split) in connection with the Reporting Person's employment service to the Company. The amendment increased the exercise price of such options to $10 per share of common stock.

3. The stock options vest based upon the daily volume weighted average price ("VWAP") of the Issuer's common stock, vesting as to 20% of the of the underlying shares of common stock upon the VWAP reaching $10 and then in incremental 20% installments until becoming fully vested upon a VWAP of $30. All vesting is subject to the approval by the Issuer's stockholders of a new stock option plan.

4. The stock options were issued by the Issuer in connection with the Reporting Person's employment service as Chief Financial Officer of the Issuer on July 17, 2025. All vesting is subject to the approval by the Issuer's stockholders of a new stock option plan.

	/s/ Greg Endo	07/21/2025
	** 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

How many VLCN shares did CFO Greg Endo buy?

He purchased 20,000 common shares at $10 each on 21 Jul 2025.

What is the exercise price and size of the new stock option grant to VLCN's CFO?

Endo received 747,005 options with a $10 exercise price, expiring 17 Jul 2035.

How do the new options for VLCN's CFO vest?

They vest in 20 % tranches as VWAP hits $10, $15, $20, $25 and fully at $30, pending shareholder plan approval.

What is the total option exposure of VLCN's CFO after the filing?

Including the amended grant, Endo holds 819,155 options priced at $10.

Does the option repricing increase the number of options outstanding?

No, the existing 72,150-option grant was only repriced to $10; quantity unchanged.