Volcon VP acquires stock, receives large VWAP-linked option grant

Rhea-AI Filing Summary

Volcon, Inc. (VLCN) – Form 4 insider activity

• Reporting person: Brett S. Director, VP of Legal & Director.
• Purchased 10,000 common shares on 21-Jul-2025 at $10 each in the company’s private placement, bringing direct stock ownership to 10,000 shares.
• Granted 298,802 non-qualified stock options on 17-Jul-2025, exercisable at $10 and expiring 17-Jul-2035. Vesting is performance-based: 20% vests at VWAP ≥ $10, with additional 20% increments until fully vested at VWAP ≥ $30.

The cash purchase (≈ $100k) signals personal commitment, while the long-dated, performance-linked option grant aligns the executive’s incentives with shareholders under Nasdaq Rule 5635(c). Total beneficial ownership after the transactions is 10,000 shares plus 298,802 options.

Positive

• Insider purchase of 10,000 shares at market price demonstrates executive confidence.
• Performance-based option vesting (VWAP $10–$30) links compensation to substantial share-price appreciation, aligning interests.

Negative

• 298,802 new options increase potential dilution if exercised.
• The $100k purchase size is relatively small and may have limited signaling power.

Insights

Financial Analyst

TL;DR – Small insider buy and sizeable performance-based option grant: mildly positive alignment, limited immediate impact.

The $100k direct purchase is modest but creates skin-in-the-game at market terms, often viewed favorably by investors. The 298.8k options, tied to VWAP hurdles up to $30, provide leveraged upside only if the share price at least triples, mitigating near-term dilution risk and linking rewards to meaningful value creation. Because the grant was an inducement for employment, it does not require shareholder approval but will expand the option overhang if fully vested. Overall, the filing improves incentive alignment yet is unlikely to move VLCN’s valuation on its own. I classify it as neutral-to-slightly-positive.

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).

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^*

Director Brett S

(Last) (First) (Middle)

C/O VOLCON, INC.

3121 EAGLES NEST STREET, 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)
	VP of Legal

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		10,000(1)	A	$10	10,000	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		298,802		(2)	07/17/2035	Common Stock	298,802	(3)	298,802	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 stock options vest based upon the daily volume weighted average price ("VWAP") of the Issuer's common stock, vesting as to 20% 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.

3. The non-qualified stock options were issued by the Issuer pursuant to an inducement award agreement as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c) on July 17, 2025.

	/s/ Brett S. Director	07/30/2025
	** 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

Who is the insider buying VLCN shares?

Brett S. Director, Volcon’s VP of Legal and a board director.

How many Volcon shares were bought and at what price?

The insider purchased 10,000 common shares at $10 on 21-Jul-2025.

What are the key terms of the new VLCN stock options?

Options for 298,802 shares at a $10 strike, expiring 17-Jul-2035, vesting in 20% tranches as VWAP hits $10, $15, $20, $25 and $30.

How much stock does the insider own after the transactions?

He now holds 10,000 common shares plus 298,802 options.

Is the Form 4 filing considered positive for VLCN investors?

It is mildly positive due to insider buying and performance-tied incentives, but the impact is limited by the transaction’s small size.