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

Rhea-AI Filing Summary

Volcon, Inc. (VLCN) – Form 4 filed 21-Jul-25

Co-CEO/Director John K. Kim increased his direct stake and received sizeable option awards:

• 22,500 common shares purchased at $10 in a private placement that closed 21-Jul-25 (≈ $225k cash investment).
• Existing option for 180,375 shares amended; exercise price raised to $10, expires 30-May-35.
• New grant of 1,494,010 performance-based options at $10, expiring 17-Jul-35. Vest 20 % on VWAP $10, then additional 20 % steps to full vest at VWAP $30. Vesting is contingent on shareholder approval of a new option plan.
• Post-transaction holdings: 22,500 shares + ≈1.67 m options, all recorded as direct ownership.

The insider purchase aligns management with shareholders after the 11-Jun-25 1-for-8 reverse split, while the large option package introduces potential dilution if price targets are achieved.

Positive

• Insider cash purchase of 22,500 shares at market terms signals confidence.
• Performance-based vesting schedule aligns executive rewards with sustained share-price appreciation.

Negative

• Potential dilution: full exercise of ~1.67 m options could materially expand share count.
• Vesting contingent on shareholder approval, introducing uncertainty around compensation plan implementation.

Insights

Securities Analyst

TL;DR: Insider puts $225k cash in and gets 1.67 m options; alignment up, dilution risk rises.

Kim’s open-market cash purchase during the private placement is modest in absolute dollars but positive for signaling after a recent reverse split. The $10 strike is at parity with the placement, setting a meaningful hurdle. The performance-based vesting ties upside to sustained VWAP milestones, mitigating pay-for-underperformance criticism. However, full exercise would add ~1.7 m shares—material for a micro-cap like Volcon—and still depends on shareholder approval of a new option plan, creating execution risk.

Corporate Governance Expert

TL;DR: Governance tilt is mixed—pay linked to price targets, but large grant needs shareholder OK.

The amended legacy options show willingness to match grants to current market terms, yet raising the exercise price keeps the award in-the-money neutrality. The new 1.5 m option grant is performance-conditioned, a best-practice shift versus time-based vesting, but its sheer size versus float could dilute existing holders materially. Requiring shareholder approval is a safeguard; investors should scrutinize plan details and potential cap-table impact before voting.

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^*

Kim Kyoung John

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive 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		22,500(1)	A	$10	22,500	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		180,375		05/30/2025(2)	05/30/2035	Common Stock	180,375	(2)	180,375	D
Stock options (right to buy)	$10	07/17/2025		A		1,494,010		(3)	07/17/2035	Common Stock	1,494,010	(4)	1,494,010	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 180,375 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 stockholder 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 Co-Chief Executive 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/ John Kyoung Kim	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).
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FAQ

How many Volcon (VLCN) shares did Co-CEO John Kim buy?

He purchased 22,500 common shares at $10 each in the 21-Jul-25 private placement.

What is the size of the new stock-option grant to John Kim?

Kim received 1,494,010 options with a $10 strike price, expiring 17-Jul-35.

How do the options vest for John Kim at Volcon?

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

What is the total equity Kim now holds in Volcon?

Post-filing, he owns 22,500 shares plus ≈1.67 million options, all held directly.

Does the filing indicate potential dilution for VLCN shareholders?

Yes—full exercise of Kim’s options would add about 1.67 m shares to the outstanding count.