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

Rhea-AI Filing Summary

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

Chief Operating Officer Timothy J. Silver disclosed two equity transactions:

• Common stock purchase: 2,500 shares acquired at $10.00 per share in Volcon’s private placement that closed on 21 Jul 2025. Silver now directly owns 2,500 common shares.
• Performance-based stock options: 597,604 non-qualified options granted 17 Jul 2025 with a $10.00 exercise price and 17 Jul 2035 expiry. Vesting is tied to the company’s daily VWAP—20 % at $10, then additional 20 % increments until fully vested at a $30 VWAP.

The option grant was issued as a material inducement to Silver’s employment under Nasdaq Listing Rule 5635(c), aligning executive incentives with share-price appreciation while adding potential future dilution.

Positive

• Insider cash purchase of 2,500 shares at $10 indicates personal financial commitment by the new COO.
• Performance-based vesting on 597,604 options aligns executive rewards with share-price appreciation rather than tenure.

Negative

• Large option grant (597,604 shares) could increase future share count and dilute existing shareholders if fully exercised.

Insights

Financial Analyst

TL;DR: New COO invests cash and receives 597k performance options—signals confidence, but adds dilution risk.

Silver’s direct cash purchase, though modest, demonstrates personal commitment during a capital raise, a generally positive sentiment indicator. The sizeable 597,604-unit option grant aligns incentives with long-term price targets ($10–$30 VWAP ladder). Because vesting is performance-based, shareholder dilution materialises only if the stock appreciates, partially offsetting dilution concerns. Overall, the filing is modestly positive for governance and motivation, but investors should factor in the enlarged fully-diluted share count once thresholds are met.

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^*

Silver Timothy J.

(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. [ VCLN ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating 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		2,500(1)	A	$10	2,500	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		597,604		(2)	07/17/2035	Common Stock	597,604	(3)	597,604	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/ Timothy Silver	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.
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 Volcon (VLCN) shares did COO Timothy Silver buy?

He purchased 2,500 common shares at $10.00 each in a private placement that closed 21 Jul 2025.

What is the exercise price and size of the options granted to Timothy Silver?

Silver received 597,604 non-qualified options with a $10.00 exercise price.

When do the newly granted Volcon options expire?

The options expire on 17 Jul 2035.

What are the vesting triggers for the Volcon inducement options?

Options vest in 20 % increments as VWAP hits $10, $15, $20, $25 and fully at $30.

Why were the options issued under Nasdaq Rule 5635(c)?

They were granted as a material inducement for Silver to accept the COO role, compliant with Nasdaq’s inducement award provisions.